WORLD WIDE WIRELESS COMMUNICATIONS INC, SB-2, 2000-01-25

WORLD WIDE WIRELESS COMMUNICATIONS INC
SB-2, 2000-01-25

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As Filed with the Securities and Exchange Commission on January 25, 2000

Registration No.______
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WORLD WIDE WIRELESS COMMUNICATIONS, INC.
(Name of small business issuer in its charter)

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<S> <C> <C>

Nevada 860887822
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Identification No.) Classification Code No.)

</TABLE>

DOUGLAS P. HAFFER
520 Third Street, Suite 101
Oakland, CA 94607
(707) 824-4150
(Name, Address and Telephone Number of Agent for Service)

-----------------------

Copies to:
WILLIAM D. EVERS, ESQ.
Evers & Hendrickson, LLP
155 Montgomery, 12th Floor
San Francisco, CA 94104
Phone No.: (415) 772-8129 Fax No.: (415) 772-8101

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462
(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462
(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule
434 check the following box. / /
<TABLE>

CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price per unit aggregate offering price registration fee
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<S> <C> <C> <C> <C>
Common, $ .001 par
per share 8,362,000 $1.62 $13,546,440 $4,000
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<FN>

(1) Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the "Securities Act"), solely for
purposes of calculating the registration fee.
</FN>
</TABLE>

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is prohibited.

Initial Public Offering Prospectus
Subject to Completion, Dated January 25, 2000

World Wide Wireless
Communications, Inc.

4,000,000 shares of common stock

This is our initial public offering. The initial offering price is
$1.62 per share. Our shares are not listed on Nasdaq or any exchange. Some of
our shares are traded on the OTC Bulletin Board under the trading symbol WLGS.

----------------------

Investing in our common stock involves risks.

See "Risk Factors" beginning on page 5.

----------------------

Per Share Total
--------- -----

Public Offering Price (1) .......................... $ 1.62 $6,480,000

Underwriting Discounts and Commissions (2) ......... $ 0.194 $ 777,600

Proceeds to company before expenses (3) ............ $ 1.42 $5,702,400

(1) We are registering and selling 4,000,000 shares of common stock on behalf of
our company. We will also register another 4,362,000 shares of common stock for
existing shareholders with "piggy-back" rights. We will not sell the 4,362,000
shares owned by the existing shareholders with piggy-backed rights.

(2) Our shares will initially be sold through our executive officers who will
not receive commissions and who will be registered as sales representative where
required. We currently do not have a broker-dealer involved with the sale of our
shares; however, we anticipate obtaining a broker-dealer to sell our shares on a
best efforts basis. We anticipate paying a broker-dealer a commission of up to
12% . See "Summary of Offering" and "Plan of Distribution."

(3) Before deducting estimated expenses of $25,000, including registration fees
and other offering costs, in addition to legal and accounting fees.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this Prospectus is _________, 2000
<PAGE>

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TABLE OF CONTENTS
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Page Page
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Reference Data 2 Management 25
Prospectus Summary 3 Executive Compensation 27
Summary of Financial Data 4 Principal Shareholders 28
Risk Factors 5 Certain Transactions 28
Forward-Looking Statements 8 Description of Common Stock 29
Dividend Policy 9 Plan of Distribution 30
Use of Proceeds 9 Legal Matters 31
Capitalization 10 Experts 31
Dilution 11 Additional Information 31
Management's Discussion and Analysis 12 Financial Statements 32-43
Business 13
</TABLE>

Until 90 days after the effective date of this prospectus all dealers
effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This is in addition to the obligation of dealers to deliver a Prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

REFERENCE DATA

We have filed with the Securities and Exchange Commission a
registration statement on Form SB-2 under the Securities Act with respect to
this offering. This prospectus does not contain all the information set forth in
the registration statement and the exhibits and schedules thereto, as permitted
by the rules and regulations of the Commission. We will be subject to the
informational filing requirements of the Securities Exchange Act of 1934, as
amended ("Exchange Act") upon the filing of the SB-2 and the Form 8-A. We will
provide our shareholders with quarterly annual reports containing financial
statements audited by an independent public accounting firm after the end of its
fiscal year. Our fiscal year ends on September 30. In addition, we will send
shareholders quarterly reports with unaudited financial information for the
first three quarters of each fiscal year.

2
<PAGE>

PROSPECTUS SUMMARY

World Wide Wireless Communications, Inc.

We are engaged in the development and provision of high-speed wireless
internet service domestically in the United States and internationally. We are
also developing a new generation of chipset technology, named VDMA (Virtual
Division Multiple Access) which we expect will significantly enhance wireless
communications in the future.

We are incorporated under the laws of the State of Nevada. Our offices
are located at 520 Third Street, Suite 101, Oakland, CA 94607. Our telephone
number is (510) 839-6100.

Summary of the offering

Type of security ...................... Common stock

Common stock registered by company ..... We are registering and selling
4,000,000 shares of common stock on
behalf of our company. We will also
register another 4,362,000 shares of
common stock for existing shareholders
with "piggy-back" rights. We will not
sell the 4,362,000 shares owned by the
existing shareholders with
piggy-backed rights.

Common stock outstanding before
this offering .......................... 71,183,943 shares

Common stock offered for sale
by our company in this offering ........ 4,000,000 shares

Common stock to be outstanding after
this offering .......................... 75,183,943 shares

Use of proceeds ....................... For expansion of our sales force,
marketing and distribution activities,
expansion of both our domestic and
international business operations, for
acquiring spectrum, and for general
corporate purposes. See "Use of
Proceeds" for more information.

Our common stock is being offered on a "best efforts" basis. There is
no minimum number of shares that must be sold. There can be no assurance that
all of the shares offered will be sold. Accordingly, investors will bear the
risk that we will accept subscriptions for less than 4,000,000 share and then be
unable to successfully complete all of the anticipated uses of the proceeds of
this offering as expected. If fewer than 4,000,000 shares are sold, our
business, financial condition, and results of operations could be adversely
affected. No officer, director, or employee has agreed to loan us funds in the
event we sell less than 4,000,000 shares.

Funds from this offering will not be placed in an escrow or trust
account and will be available for use as the funds are received. The minimum
investment per shareholder is $1,620 (1,000 shares). There is no maximum
investment per shareholder.

3
<PAGE>

Our shares will initially be sold through our executive officers who
will not receive commissions and who will be registered as sales representative
where required. We currently do not have a broker-dealer involved with the sale
of our shares; however, we anticipate obtaining a broker-dealer to sell our
shares on a best efforts basis. We anticipate paying a broker-dealer a
commission of up to 12%.

This offering will begin as of the effective date of this prospectus
and continue for twelve (24) months or such earlier date as we may terminate the
offering. If this offering terminates, all subscription payments that we have
not accepted will be promptly returned.

SUMMARY OF FINANCIAL DATA

The summary financial data for the years ended September 30, 1998 and
1999 have been derived from the Financial Statements and Notes to Financial
Statements, audited by Reuben E. Price & Co., San Francisco, independent
auditors. The selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Financial Statements and Notes thereto included elsewhere in
this Prospectus.

Year Ended Year Ended Cumulative
from inception
Sept. 30, 1998 Sept. 30, 1999 on Sept. 1, 1994
through Sept.
30, 1999
(audited) (audited) (unaudited)
--------- --------- -----------

Statements of Income Data:
Revenue $ 0 $ 0 $ 0

Gen & Adm. expenses (312,361) (2,358,774) (5,955,889)
Total operating expenses (312,361) (2,358,774) (5,995,889)
-------- ---------- ----------

Operating loss (312,361) (2,358,774) (5,955,889)
Other income 6,701 (0) 6,701
-------- ---------- ----------

Net loss (305,660) (2,358,774) (5,949,188)

4
<PAGE>

RISK FACTORS

You should carefully consider the following risks before you decide to
buy our common stock.

We have a history of losses and there is significant doubt about our ability to
continue as a going concern

We are a development stage company and our revenues for the foreseeable
future will not be sufficient to attain profitability. Our auditors have stated
in their report for the period ended September 30, 1999 that our recurring
losses, our working capital deficiency and our inability to pay debt on a
current basis, raise significant doubt as to our ability to continue as a going
concern. Our losses are attributable to the lack of a sufficient subscriber base
to enable us to cover our ongoing programming, licensing, development and other
costs. We expect to continue to experience losses from operations while we
develop and expand our wireless internet service system and other technologies.

We will need additional financing

Our ability to continue as a going concern, and the growth of our
business, will require substantial investment on a continuing basis to finance
capital expenditures and related expenses. Although we believe that the proceeds
from this offering, together with nominal funds expected to be generated from
operations will be sufficient to finance our working capital requirements for at
least twelve months following completion of this offering, there can be no
assurances that we will generate sufficient funds from this offering to fund our
operations. We do not have a bank line of credit and there can be no assurance
that any required or desired financing will be available through bank
borrowings, debt, or equity offerings, or otherwise, on acceptable terms. To the
extent that future financing requirements are satisfied through the issuance of
equity securities, investors may experience significant dilution in the net book
value per share of Common Stock.

This is a best efforts offering and we may not sell all of our shares

Our common stock is being offered on a "best efforts" basis. We do not
know how many of the shares offered will be sold. Therefore, investors will bear
the risk that we will accept subscriptions for a nominal number of shares and
then be unable to exist as a going concern or accomplish our plans as discussed
in the Use of Proceeds section below. If no shares, or a nominal number of
shares are sold, our financial condition and our ability to continue as a going
concern could suffer.

As a new investor you will experience immediate and substantial dilution

If you purchase our common stock in this offering, you will experience
immediate and substantial dilution of $1.52 per share in pro forma net tangible
book value based on our book value as of September 30, 1999 assuming all
4,000,000 shares are sold.

We do not intend to pay dividends, and you will not receive funds without
selling shares and you may lose the entire amount of your investment

We have never declared or paid any cash dividends on our capital stock
and do not intend to pay dividends in the foreseeable future. We intend to
invest our future earnings, if any, to fund our growth. Therefore, you will not
receive any funds without selling your shares. We further cannot assure you that
you will receive a return on your investment when you sell your shares or that
you will not lose the entire amount of your investment.

5
<PAGE>

We arbitrarily determined the purchase price of our shares and the trading price
of our shares on the Over-the-Counter Bulletin Board may decline below the price
at which you are purchasing shares in this offering

We arbitrarily determined the purchase price of our shares in this
offering. The price of the shares offered herein bears no relationship to the
assets, book value, or net worth of our company. This is our initial public
offering. Currently, some of our shares that we originally sold as restricted
securities in private placement offerings are now trading on the
Over-the-Counter Bulletin Board under the symbol WLGS. The price of the
securities offered herein may bear no relationship to trading price of our
shares traded on the Over-the-Counter Bulletin Board.

Our stock may not meet the requirements to continue to be listed on the
Over-the-Counter Bulletin Board

This is our initial public offering. Some of our shares that we
initially sold as restricted securities are now freely trading on the
Over-the-counter Bulletin Board under the symbol WLGS. The Securities and
Exchange Commission now requires that any company who's stock is trading on the
Over-the-Counter Bulletin Board apply to be registered as a reporting company
and file annual and quarterly reports on a regular basis. We have applied to be
registered as a reporting company; however, the Securities and Exchange
Commission has not yet approved our application.

Penny stock rules will make it more difficult for you to sell your shares and
will probably reduce the value that you receive for your shares

Our stock will be subject to the penny stock rules. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer also must provide the
consumer with current bid and offer quotations for the penny stock, the
compensation of the broker dealer and its salesperson in the transaction and the
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock dealer must make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market and investors in this offering may find
it more difficult to sell their securities.

Technological change may render our services obsolete

The Internet services that we provide are subject to rapid
technological change, changes in customer requirements, frequent new product
introductions and evolving industry standards that may render existing services
and products obsolete. As a result, any position that we may achieve initially
in its marketplace may be eroded rapidly by product advancements by competitors.

Our competitors enjoy a greater market presence and possess substantially
greater technical, financial and marketing resources

Our competitors enjoy a greater market presence and possess
substantially greater technical, financial and marketing resources. Moreover,
the influx of new market entrants is expected to continue in this market to meet
the growing demand for information technology and communications services and
products. We believe that such factors as shifting consumer demand and the rapid
pace of technological advance will intensify competition and result in continual
pressures to reduce prices, enhance services and products and develop and
exploit new technology.
6
<PAGE>

We intend to expand our international sales efforts but do not have substantial
experience in international markets

We intend to expand our international sales efforts in the future. We
have very limited experience in marketing, selling and supporting our products
and services abroad. If we are unable to grow our international operations
successfully and in a timely manner, our business and operating results could be
seriously harmed. In addition, doing business internationally involves greater
expense and many additional risks, particularly:

* unexpected changes in regulatory requirements, taxes, trade laws and
tariffs

* differing intellectual property rights

* differing labor regulations

* unexpected changes in regulatory requirements

* changes in a specific country's or region's political or economic
conditions

* greater difficulty in staffing and managing foreign operations, and

* fluctuating exchange rates.

We plan to expand our international operations in the near future, and
this will require a significant amount of attention from our management and
substantial financial resources.

Governmental regulation and legal uncertainties could impair the growth of the
Internet and decrease demand for our services or increase our cost of doing
business

It is possible that Internet laws and regulations in the United States
and foreign countries may be changed in the future. Any changes in the existing
laws may have a material affect on our ability to operate at a profit. The range
of such governmental changes cannot be predicted, but may possibly include:

* changes that directly or indirectly affect the regulatory status of
Internet services;

* changes that affect telecommunications costs, including the application
of access charges to Internet services;

* changes increase the likelihood or scope of competition from regional
telephone companies

Certain other legislative initiatives including the taxation of
Internet services could also substantially harm our business. We cannot predict
the impact that future laws and regulations may have on its business.

We may have liability for Internet content

The imposition upon Internet access providers of potential liability
for information carried on or disseminated through their systems could require
us to implement measures to reduce its exposure to such liability, which may
require the expenditure of substantial resources. The increased attention
focused upon liability issues as a result of these lawsuits and legislative
actions and proposals could impact the growth of Internet services. Moreover,
any costs not covered by our general insurance policy could have a material
adverse effect on our business.

7
<PAGE>

We are dependent on the services of key individuals and the loss of any of these
individuals could significantly affect our ability to operate our business

Our development and success is significantly dependent upon Douglas P.
Haffer, Chairman, President and Chief Executive Officer; Wayne Caldwell, Vice
President and General Counsel; and Dana Miller, Vice President and Director of
Licensing and Systems Expansion. We do not currently have key man insurance any
of these officers.

Our frequency lease agreements may be terminated if we default on payments

We are dependent on lease agreements with third parties for our
wireless frequencies. If we were to default on lease payments, then the
agreements could canceled at the option of the third parties.

Our frequency licenses must be renewed every 10 years by the government, and the
government could decide not to renew our licenses if we violate FCC rules or
policies.

Our FCC licenses must be renewed every 10 years and there is no
automatic renewal for such licenses. Moreover, our licenses are subject to
cancellation for violations of the Communications Act of 1934, as amended, or
the FCC's rules and policies. Cancellation of our licenses would have a material
adverse effect on our operations.

Other companies may have rights to use our name

A company in New Hampshire named World Wide Wireless, Inc. and a
company in Delaware named World Wide Wireless Web Corp., are currently using
names similar to our name. They could challenge our rights to use our name or
possibly claim infringement. We have not registered our name with as a
Servicemark with the United States Patent and Trademark Office. If we are forced
to defend our rights to use the name, we could incur substantial litigation
costs. Moreover, if our Servicemark is denied or litigation were to result in an
unfavorable outcome, then we could lose a substantial part of the goodwill that
we have developed by using our name.

Other companies may have rights to use our VDMA technology

We have received a Notice of Allowance of our claim of patent for our
"VDMA" technology - Virtual Division Multiple Access--communications chipsets,
which in their ultimate form, could virtually eliminate the need for
repeater-infrastructure costs. However, other parties, currently unknown, could
emerge and try to claim rights in our VDMA technology. If we are forced to
defend our rights, we could incur substantial litigation costs. Moreover, if
litigation were to result in an unfavorable outcome, then our future growth and
profits could be harmed.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. We intend to
identify forward-looking statements in this prospectus using words such as
"believes," "intends," "expects," "may," "will," "should," "plan," "projected,"
"contemplates," "anticipates," or similar statements. These statements are based
on our beliefs as well as assumptions we made using information currently
available to us. Because these statements reflect our current views concerning
future events, these statements involve risks, uncertainties and assumptions.
Actual future results may differ significantly from the results discusses in the
forward-looking statements. Some, but not all, of the factors that may cause
these differences include those discussed in the Risk factors section beginning
on page 5 of this prospectus. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this prospectus.

8
<PAGE>

DIVIDEND POLICY

USE OF PROCEEDS

The net proceeds from the sale of the common stock (after deducting
underwriting discounts and other expenses, if applicable) are estimated to be
approximately $5,702,400. The net proceeds have been calculated using an initial
public offering price of $1.62. We expect to use the net proceeds from this
offering over a 12 month period in approximately following amounts and
percentages:

Percentage of
Amount Net Proceeds
Expansion of Mt. Diablo, Ukiah, Santa Fe,
Grand Rapids and San Marcos (1) ................ $1,368,576 24%
Initiate Internet Access (2) ................... $ 456,192 08%
Argentina Operations (3) ....................... $1,881,792 33%
Brazilian Operations (4) ...................... $ 912,384 16%
Repayment of indebtedness (5) .................. $ 741,312 13%
Working Capital (6) ............................ $ 342,144 06%
---------- ---
$5,702,400 100%

(1) To expand the Mount Diablo, Ukiah, Santa Fe, Grand Rapids and San
Marcos systems through the purchase of digital compression equipment in
order to digitize the system and to add additional subscribers through
marketing and advertising and the upgrading of available services. The
amounts allocated to the expansion include the hiring of additional
installers and repair personnel as well as anticipated installation
costs.

(2) To initiate and expand Internet access services through the acquisition
of Internet backbone connections, the purchase of telecommunications
equipment and outsource services, for marketing, advertising and
promotion and for the hiring of technical support personnel.

(3) The amounts allocated to the expansion includes acquiring spectrum,
purchasing equipment, the hiring of additional installers and repair
personnel as well as anticipated installation costs and general working
capital.

(4) The amounts allocated to the expansion includes acquiring spectrum,
purchasing equipment, the hiring of additional installers and repair
personnel as well as anticipated installation costs and general working
capital.

(5) Consist of the repayment of approximately $741,312 of principal and
interest on the outstanding Company promissory notes issued in
connection with the loan from Credit Bancorp.

(6) Proceeds allocated to working capital will be used to fund general
operations of the Company.

9
<PAGE>

The above listed use of proceeds represents our best estimate of the
allocation of the net proceeds of this offering based upon the current status of
its business operations, its current plans and current economic conditions.
Future events, including the problems, delays, expenses and complications
frequently encountered by early stage companies as well as changes in
regulatory, political and competitive conditions affecting our business and the
success or lack thereof of our marketing efforts, may make shifts in the
allocation of funds necessary or desirable. Prior to expenditure, the net
proceeds will be invested in short-term interest bearing investment grade
securities or money market funds.

CAPITALIZATION

The following table sets forth the existing capitalization of our
company, and the pro forma capitalization as adjusted, after giving effect to
the issuance at closing of 4,000,000 shares of common stock offered in this
placement net of broker-dealer commissions of 12% but before selling expenses
estimated at $25,000:

Pro Forma
Sept 30 As of Sept.
1999 30 1999
---- -------
Indebtedness:
Long-term indebtedness ......................... $ 328,000 $ 328,000

Stockholders' Equity:

Preferred Stock, No shares authorized: ......... 0.00 0.00

Common Stock, no par value per share,
100,000,000 shares authorized:

Common shares issued and outstanding
of 71,183,943 before the offering and
75,183,943 after the offering

Paid-in -capital ....................... 71,184 75,184

Additional paid-in-capital ............. 6,185,656 12,665,656

Accumulated deficit ............................ (5,949,188) (5,949,188)

Total Stockholders' Equity ..................... $ 653,652 $ 7,119,652

10
<PAGE>

DILUTION

Unrealized Gain to Insiders

Our present common stock holders acquired their shares at a cost
substantially below the price at which the shares are being offered in this
offering. Investors purchasing the shares in this offering will, therefore,
incur an immediate and substantial dilution of their investment insofar as it
relates to the resulting net tangible book value of our company after completion
of the offering.

The net tangible book value of our company as of September 1999 was
$.0089 per share. "Net tangible book value" per share represents the total
tangible assets of our company less total liabilities divided by the number of
shares outstanding of common stock. Under the above assumptions, on a pro forma
basis the net tangible book value of our company after the offering will be
$.0949 per share. This represents an immediate dilution in net tangible book
value per share of $1.52 if the entire offering is sold to new investors
purchasing shares at $1.62 per share.

The following table illustrates the per share dilution that you will
experience on a pro forma basis as if all 4,000,000 shares offered herein were
outstanding as of September 30, 1999:

Offering price per share $1.6200

Net tangible book value after sales of common shares $ .0949
-------
Dilution to purchasers of shares $ 1.520

This information is based on pro forma shares outstanding on September
30, 1999 (See, "Principle Shareholders") and excludes 3,200,000 shares of common
stock that we currently have reserved for issuance pursuant to our 1999 Stock
Incentive Plan.

The following table illustrates the per share dilution that you will
experience on a pro forma basis as if all 4,000,000 shares offered herein were
outstanding as of September 30, 1999 and assuming that all 3,200,000 shares
reserved for our Incentive Stock Plan are issued.

Offering price per share $1.6200

Net tangible book value after sales of common shares $ .0908
-------
Dilution to purchasers of shares $ 1.529

11
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following should be read in conjunction with the "Risk Factor"
starting on page 5 of this prospectus and the "Financial Statements" and the
Notes thereto.

Results of Operations

Fiscal Years Ended September 30, 1999 and 1998

We did not generate any subscription revenues by providing wireless
cable services during fiscal 1998 and 1999 respectively. We did not have enough
subscribers in either period to generate revenues sufficient to cover our
operating expenses which totaled $312,361 and $2,305,118, respectively, in
fiscal 1998 and 1999. Our operating expenses included service costs, programming
and license fees, general and administrative expenses, and certain acquisition
expenses resulting from the acquiring spectrum.

During 1998 and 1999, we experienced continuing cash shortages due to
an insufficient subscriber base. The resulting cash shortages rendered us unable
to advertise and aggressively promote our services.

During fiscal 1999, we issued and agreed to issue options exercisable
to purchase an aggregate of 3.2 million shares of Common Stock of which none
were exercised. We also issued 19,303,950 common shares in exchange for
$2,535,862 and 4,538,000 common shares for services valued at $615,996.

We believe that all of the above transactions were in our best
interests to enter into because without the various loans and sales of
restricted shares below market, we would not have been able to fund our
operations.

12
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BUSINESS

Mission Statement

1. Acquire radio spectrum internationally for the purposes of
providing high speed, fixed wireless, broadband Internet and
related services on a global scale to the largest number of
possible business and individual users.

2. Provide most modern, efficient, high speed service at lowest
infrastructure and subscriber costs throughout the United
States and the rest of the world in order to assure that the
benefits of such enhanced internet service reach the largest
number of potential users.

3. Generate revenues in excess of market average to provide
positive return on investment to our investors and partners.

4. Contribute to the economic and social progress of the nations
in which we will operate, including free high-speed wireless
Internet service to a certain number of public schools and
other similar organizations.

5. License or otherwise transfer, the development of our
proprietary VDMA chipset technology to substantially enhance
portable telephony services.

- --------------------------------------------------------------------------------

Corporate Objectives

We have developed a series of strategies to fulfill our goals.

We have embarked on an aggressive strategy of acquiring radio frequency
spectrum in the 2.1 to 5.0 GHz range throughout the United States and more
particularly, internationally. Within the United States, we have expanded our
control of Federal Communications Commission-licensed MMDS/ITFS frequencies from
three locations in May, 1998 (Concord [San Francisco East Bay], California; San
Marcos [Northern San Diego County], California; and South Bend, Indiana) by the
addition of forty new locations in March, 1999. Of the new locations, eight are
available for immediate development. In addition, we have embarked on a program
to acquire control of similar frequencies in other countries. For example, we
have acquired the rights to licenses throughout Ghana, West Africa and for eight
of the largest cities in Argentina. We have also applied for licensed
frequencies in the Czech Republic and Germany and are actively negotiating for
other licenses in at least a dozen other countries throughout the world.

Our approach to the provision of high speed, broadband, fixed wireless
internet service will make our service available to a broader customer base than
is possible with certain other fixed wireless services. By concentrating on the
acquisition of relatively low-frequency spectrum, we can provide service over a
substantially larger market of customers (with enhanced propagation properties)
and for substantially lower cost than can be offered by higher-frequency
LMDS-type fixed wireless services. It is our belief that the band width and
speed of our service will meet the requirements of at least 90% of the potential
high-speed wireless internet customer base, and we hope to be able to provide
this service more economically and with greater reliability than our
competition. In the international market, we should be able to provide a quantum
leap in the quality of internet service beyond that which currently exists and
at a price point similar to that being charged by providers of the current
substandard service.

The relative low-cost of constructing the wireless MMDS system, and its
relatively low maintenance cost, may allow us to generate greater than average
profits. Moreover, we expect relatively minor competitive price pressures during
the first phase of our operations.

13
<PAGE>

As part of our corporate philosophy in our expansion into international
markets, we have developed a plan to provide the benefits of high-speed
broadband Internet service to the broadest segment of the local communities. In
addition, we plan to provide free connections to a number of locations,
principally public schools and similar facilities in more economically
challenged parts of our service areas. Our philosophy includes a deeply-held
belief that one of the necessities of the information-revolution is to assure
that the benefits of this new information age are enjoyed by the broadest
possible cross-section of the population.

We have received a Notice of Allowance of our claim of patent for our
"VDMA" technology - Virtual Division Multiple Access - communications chipsets,
which in their ultimate form, could virtually eliminate the need for
repeater-infrastructure costs. Even in "sleep" mode, every VDMA telephone
handset could serve as a mobile, low-power repeater site, and each unit in the
"field" could facilitate the operation of the entire local network within a
radius of 10-20 miles. We intend to license or transfer our patent, upon its
formal issuance, to third party developers with certain reversionary and royalty
rights included.

Service Overview

We will focus our sales and marketing efforts initially by providing
our high-speed service to small and medium sized businesses. As a secondary
target, we will also direct our efforts to specific individual users, including
"early-adopters", educators, and government officials. In addition to basic
service, we intend to offer a variety of network integration and value added
services that may vary from nation to nation. We also intend to offer, in some
locations, e-commerce opportunities either alone or with joint marketing
agreements with local or international retail establishments.

The Internet service that we will provide is alternatively known as the
"Last Mile" or the "First Mile" service" In essence, the use of MMDS-type
frequencies will allow us to provide broadband, high-speed Internet service to
our customers without the requirement that those customers be "wired" to any
system. Without incurring the expense of connecting customers physically with
cable, fiber, or other enhanced telephone connections, we can offer the speed
and dependability of such enhanced "wired" connectivity at a fraction of the
infrastructure costs.

Nearly all business and residential users with dial-up access have
experienced the frustration of the "World Wide Wait." This is especially true in
countries where the telephonic infrastructure is copper-wire based and already
at capacity. Retrieving or downloading web pages and files can be a very-time
consuming task and lost connections are frequent. Our system can provide a
dramatic solution as illustrated by the following comparisons of typical
download times
- --------------------------------------------------------------------------------
Connection Speed Approx Time to Approx Time to
Download Web Page Download Software File
(60KK) (10MB)
- --------------------------------------------------------------------------------
Modem 28.8kbps 30 sec 1hr 23 min
- --------------------------------------------------------------------------------
Modem 56.6kbps 16 sec 48 min
- --------------------------------------------------------------------------------
ISDN 128kbps 6 sec 18 min
- --------------------------------------------------------------------------------
World Wide
Wireless 1 Mbps 1 sec 2.3 min
- --------------------------------------------------------------------------------
World Wide
Wireless 9 Mbps 1/10 sec 16 sec
- --------------------------------------------------------------------------------

According to the Wireless Communications Association (WCA) there is a
general consensus that those companies that wish to develop and flourish in the
wireless industry must join in the "Race for Spectrum" or wither. We have
determined to jump headlong into the race. At the same time the attention of
most nontraditional telecommunications companies was directed toward LMDS, we,
like our friends at Sprint and

14
<PAGE>

MCI WorldCom, decided to concentrate on the acquisition of MMDS and similar
frequency spectrum. Since Sprint and WorldCom entered the United States domestic
MMDS markets with both feet, and because we had previously determined that the
major growth of the Internet will be international, we began our acquisition of
spectrum in Europe, Africa, Latin America and elsewhere.

We believe that international markets offer enormous potential for
growth. Throughout the world, the Internet has become the new buzzword. But in
many countries - even countries considered to be developed and especially in
developing countries - the combination of obsolete equipment and newly
privatized systems provide us with great opportunity. The technology we employ
allows countries such as the Czech Republic, Ghana, Argentina and others to
establish an up-to-date, high speed, broadband wireless Internet system equal to
any on the most developed nations with very little infrastructural costs. The
same will be true in the many other countries throughout Asia, Latin America,
the Middle East and Europe in which we are actively seeking spectra.

Marketing Overview

Because of the variety of potential locations for our services, we will
create individualized marketing programs for each location. Likely marketing
strategies include entering into contractual arrangements and commercial
agreements with local Internet service providers (ISPs) (although we may act as
an ISP as well), integrators of IT services, long distance carriers, credit card
companies, and leading local networking firms in the targeted markets. As noted,
we believe that our enhanced connectivity will be particularly attractive to
purveyors of e-commerce and would expect a substantial number of joint marketing
and similar agreements with those entities.

Overall, the marketing emphasis will be the providing of substantially
enhanced high-speed service at an affordable price. The ability to "throttle"
the speed of the service offered to users will enable the Company to provide a
variable degree of service to its customers, at different price points,
depending on their specific needs.

In addition to marketing the connectivity to end users, we expect that
the establishment of marketing relationships with major e-commerce providers
will play a major role in the expansion of its services. It is anticipated that
in the course of the next several years, revenue sharing arrangements with such
e-commerce entities - for example, providing high speed connections to premium
customers in exchange for commission or similar fees - may occupy an increasing
share of our revenue stream. In any event, the pent-up demand for e-commerce
throughout the world will be a significant factor in the growth potential of our
company.

Technical Capabilities

The Company's chosen wireless technology relies on patented and unique
designs developed over the past decade. The equipment itself is manufactured by
an increasing number of third-party vendors and acquired by us "off-the-shelf."
Each location must be specifically engineered based upon topography, tower
location, neighboring licenses, etc. and the transmitting and receiving
equipment must be modified accordingly.

Despite the idiosyncrasies of each individual location, our system can
be deployed economically as compared to other broadband radio technologies. It
can be set-up within a matter of weeks, and it uses a licensed frequency and a
relatively small amount of bandwidth. Moreover, the system can be throttled, or
restricted, to provide variable speeds from as low as 64 kbbs to as high as 9
Mbps which represents speeds more than 150 times the speeds associated with the
fastest dial up modems. (See Table under "Service Overview"). These services can
be provided to thousands of users within a radius of from 20 to 50 kilometers
(and in some cases even greater) by a single compact antenna.

15
<PAGE>

The system can function both for downloading and uploading ("two way")
which is the mode under which the system will provide optimum service to the
customers. The United States Federal Communications Commission has still not
issued its final "two way" rules but certain systems are currently operating in
bi-directional mode in the United States under special licenses. Other two-ways
systems are operating in Canada and elsewhere and there are no impediments to
two way service foreseen currently in countries like Argentina and Ghana or in
the near future in the United States.

Briefly (and non-technically) the system works as follows. The Company
establishes a Network Operations Center (NOC) into which high-capacity data
transmission lines feed. The NOC may be located at the base of the Company's
transmission tower or, when such towers are located on hilltops distant from
other buildings, within direct line-of-sight of the tower. The data received via
telephone lines are converted to radio signals and transmitted to the Company's
tower site from the NOC. The signals then are transmitted to the Company's
customers using a point-to-multipoint distribution system. Under current
technology, the Company's customers must be located in line of sight of the
transmission tower, although there have been reports from significant hardware
developers including Cisco Systems that this limitation may shortly be
mitigated.

In a recent issue of Business Week magazine (January 24, 2000 at page
172) a Table of Comparison of various on-line services was published.

- --------------------------------------------------------------------------------
Service Cost/Mo, Max Speed* Pros Cons
- --------------------------------------------------------------------------------
Conventional
Telephone $0-21.95 56 kbbs Cheap, available Low speed, busy
everywhere signals Cable
- --------------------------------------------------------------------------------
Modem $30-60 1 Mbps Fast, always on, Shared platform
most widely means slower service
available during peak online
broadband hours. Easier for
technology hackers to
infiltrate
- --------------------------------------------------------------------------------
DSL $30-50 800 kbps Dedicated line. You have to live
Consistently near a phone company
fast, higher switching station
security
- --------------------------------------------------------------------------------
Satellite $30-130 400 kbps Fast, dependable, Currently high speed
wireless is for receiving
data only; uploads
move at slower
speeds over phone
lines; not always on
- --------------------------------------------------------------------------------
Microwave $149-1,400 1.4 Mbps Fast, dependable, Some versions
[including wireless, require unimpeded
MMDS and always on line of sight to a
ITFS] base station
- --------------------------------------------------------------------------------

* Download speed As can be seen from the Business Week chart, microwave service
(which includes the frequencies the Company employs) is the fastest, most
dependable "always on" wireless service available.

Valuation and Projections

16
<PAGE>

In April, 1999 Holt Media Group, an independent appraiser of companies
in the television, radio, and telecommunications industry, appraised the
Company's then current value for the combined Internet and VDMA operations at
$80 million. The Company's future value was appraised at $350 million. This
appraisal occurred before the Company secured rights to frequencies in Ghana and
Argentina.

According to opportunities and requirements for the Company and based
on what the Company believes are sound business assumptions, management's
revenue projections for the fiscal year 2000 are projected to the $14,438,000
and are anticipated to increase to in excess of $571,923,000 by 2003. Projected
profits are anticipated to be $ $3,596,000for fiscal year 2000, rising to in
excess of $ 202,000,000 in fiscal 2003. To accomplish these goals, management
has developed a clearly articulated and well-defined business plan. To implement
the plan, the Company will require an additional 50 to 100 million dollars in
equity capital.

THE COMPANY

In February of 1997, Worldwide Wireless, Inc. (WWW) was formed to
coordinate the operations of TSI Technologies, Inc. (TSI) and National Micro
Vision Systems, Inc. (NMVS). Its purpose was to complete the development of its
patented advanced digital wireless telephone and network designs and to finance,
manufacture, and market these units and systems. TSI was the research and
development company formed for the purpose of creating and developing the VDMA
microchip set. NMVS was formed to operate a network of wireless Internet sites.
In April of 1998, Upland Properties Inc. (UPPI) acquired for stock WWW, TSI and
NMVS and said companies transferred their assets to Upland Properties, Inc.
Upland (then trading under the symbol of "UPPI") then changed its name to World
Wide Wireless Communications, Inc. and is trading OTC under the symbol WLGS.

The activities of the Company are currently divided into three
divisions. The first is the acquisition of radio-frequency spectrum both within
the United States and more especially internationally. The second is the
development of the spectrum that the Company now controls or subsequently
acquires. The third division is the development and preparation for licensing
the Company's proprietary VDMA chipset technology.

Acquisition of Spectrum

- --------------------------------------------------------------------------------
The acquisition of licensed frequency, of spectrum over which the
Company can transmit its high speed, broadband fixed wireless internet service,
is the critical first step in preparing for the Company's ultimate potential and
in assuring its ability to grow beyond its current operations. Spectrum is the
raw material that a wireless company requires and its prompt acquisition at
reasonable cost is critical to the fulfillment of the Company's goals and
vision.
- --------------------------------------------------------------------------------

The Company has determined that its primary target for acquisition of spectrum
will be in the MMDS frequency range within the United States (2.5GHz to 3.0Ghz
approximately) and in similar frequency ranges up to around 5.0Ghz
internationally. It is within these frequency ranges the Company believes that
it will be able to provide the highest quality, broadest band, and fastest
service and the most reasonable costs to the largest number of potential
customers. By positioning itself to provide enhanced connectivity to the largest
number of people the Company believes that it will play a significant role in
the expansion of this remarkable technological development in both the short and
long term.

Prior to 1999, the Company controlled MMDS and ITFS licenses in only
three locations - the East Bay region of San Francisco, northern San Diego
County, California, and South Bend, Indiana. Since the

17
<PAGE>

beginning of 1999, the Company has acquired rights -- either through long-term
leases with options to purchase or outright purchases - to a growing amount of
spectrum both in the United States and elsewhere. As of the date of this Plan,
the Company leases, owns, or possesses reversionary rights to licensed
frequencies in the following locations:

- --------------------------------------------------------------------------------
Location State/Country
- --------------------------------------------------------------------------------
Grand Rapids Michigan
- --------------------------------------------------------------------------------
Vail Colorado
- --------------------------------------------------------------------------------
Aspen Colorado
- --------------------------------------------------------------------------------
Key West Florida
- --------------------------------------------------------------------------------
Ukiah California
- --------------------------------------------------------------------------------
La Grande Oregon
- --------------------------------------------------------------------------------
Pierre South Dakota
- --------------------------------------------------------------------------------
Casper Wyoming
- --------------------------------------------------------------------------------
Entire nation of Ghana, West Africa Ghana, West Africa
- --------------------------------------------------------------------------------
Buenos Aires Argentina
- --------------------------------------------------------------------------------
Rosario Argentina
- --------------------------------------------------------------------------------
Santa Fe Argentina
- --------------------------------------------------------------------------------
Corrientes Argentina
- --------------------------------------------------------------------------------
Mendoza Argentina
- --------------------------------------------------------------------------------
Neuquen Argentina
- --------------------------------------------------------------------------------
Cordoba Argentina
- --------------------------------------------------------------------------------
Bahia Blanca Argentina
- --------------------------------------------------------------------------------

In addition, the Company has acquired reversionary rights to frequency
spectrum leases expiring in an additional 32 United States cities over the next
several years that will permit the Company to lease or acquire those licenses
for its own use. In addition, the Company is currently negotiating for the
acquisition of additional spectrum in at least fifteen other countries
throughout the world.

The move to high-speed, broadband Internet service is inexorable and
inevitable. In the United States, DSL service is available from many telephone
companies and most cable television companies are, or soon will be, offering
high speed Internet services as well. But the majority of residences are not
close enough to major trunk telephone lines to receive reliable and high speed
DSL service and most businesses cannot access cable-television service.
Internationally, the options are even more limited with much slower "standard"
telephone-line service being the rule and many fewer "high-speed" options
available. In order to participate in the expected explosive growth of this new
and enhanced internet connectivity, the Company has determined that it must join
this highly competitive "Race for Spectrum" and aggressively pursue this finite
and increasingly valuable raw material of the industry.

Development of Spectrum

- --------------------------------------------------------------------------------
As spectrum is acquired, the Company with either commence its build-out and
operation on its own, join with local partners in some or all aspects of the
development and operation, or form strategic alliances with other entities in
the industry in connection with the use and implementation of high speed
wireless services.
- --------------------------------------------------------------------------------

The Company is currently operating a single system off of Mt. Diablo in
Concord, California, an area some thirty miles east of San Francisco. The
license at Diablo is one of only two one channel licenses that the Company
controls, with all the remaining ones being at least four channels. Revenue
generating service commenced in this location in December 1999. Because the
high-speed wireless component of the Diablo

18
<PAGE>

operations is only available in downlink mode, the Company has been aware from
the outset that the operations in the Concord area would not be typical for the
more conventional two way systems. However, because the Federal Communications
Commission has yet to issue its final rules regarding two-way data transmission
over MMDS/ITFS frequencies and because of the specific demographics within the
potential Diablo footprint the Company determined to commence the limited-type
of service close to its headquarters in Oakland.

The Company will build-out its next domestic system in the small town
of Ukiah, California, some ninety miles north of San Francisco, as soon as the
FCC issues its final rules. Digital authorization has already been granted by
the FCC for the Ukiah license, and the remaining locations to be built out
initially, and the proximity of Ukiah to the corporate headquarters and the
relatively compact demography and geography will provide the Company with a
convenient platform to commence full bi-directional wireless service. After
Ukiah, the domestic build-out program will include northern San Diego County,
Palm Springs and the rest of the Coachella Valley, California, South Bend,
Indiana, Grand Rapids, Michigan, Vail and Aspen, Colorado, Key West, Florida,
and Pierre, South Dakota and Casper, Wyoming.

The Company intends to commence operations in Buenos Aires, Argentina
during the first four months of 2000. Preparations have commenced to secure the
necessary backbone connections and transmitter locations in the Greater Buenos
Aires metropolitan area, which contains more than 12 million people. Shortly
thereafter, commencement of service is planned in Crdoba and Mendoza, both
cities with around 2 million inhabitants. As an initial marketing approach, the
Company expects to initially establish, jointly with a current retail
establishment, an Internet Caf in Buenos Aires where the significantly superior
nature of the service the Company will provide will be most quickly exposed to a
large number of potential customers. In Argentina, the Company will operate
through its majority-owned subsidiary, Infotel Argentina, S.A. We expect to be
in operation in all eight cities in which we have obtained licenses within
eighteen months and hope to expand the number of licenses currently owned. With
the current licenses, the Company's footprint in Argentina will cover
approximately 50% of the country's 33 million inhabitants.

Also in the first third of 2000, the Company will commence service in
Ghana, West Africa. A much smaller economy than Argentina, with fewer people and
less computer penetration, Ghana nonetheless, along with neighboring West
African nations provides the Company with significant revenue potential. Like
Argentina, such public locations for service such as Internet cafes and the
country's Post Office Department are likely starting places for revenue service.
In addition, the stable political situation in Ghana and the continuing
relatively fast-pace of economic growth bodes well for an ever-increasing demand
for Internet service.

The Company will provide no-cost connectivity to the Internet through
its service to a number of the public schools in each of the countries in which
it will operate. Although the criteria for selection of the schools to be
provided the service will vary from country to country, each of the schools will
be in economically challenged neighborhoods within the service areas. The
Company intends that such activities will assist it in establishing the
universal value of efficient, high-speed, and low-cost connections to the
international data network and will help integrate the Company's activities more
fully into the fabric of national life.

The Company has applied for licenses in the 3.5 GHz range in Germany
and the Czech Republic. It is awaiting a definitive response on those
applications. In addition, the Company is exploring additional markets in Europe
- - including Portugal as well as much of Eastern Europe - for expansion of its
services.

The Company is currently in negotiations with respect to frequencies in
several other countries in Latin America, Asia, Africa and Europe. The Company
expects that, in the case of any future acquisition of licensed frequencies, it
will either operate the systems along, do so in venture with a local entity, or
transfer the licenses to third parties for significant consideration.

19
<PAGE>

VDMA Chipset Technology

- --------------------------------------------------------------------------------
The Company's claim for patent on its proprietary VDMA chipset technology has
been allowed and once formally granted it is intended to license the further
development and manufacture of the chip to a third party.
- --------------------------------------------------------------------------------

World Wide Wireless Communications (WWWC) is completing the development
of its "VDMA" - Virtual Division Multiple Access - communications chipsets,
which eliminates the need for repeater-infrastructure costs. Even in "sleep"
mode, every VDMA telephone handset itself serves as a mobile, low-power repeater
site, and each unit in the "field" facilitates the operation of the entire local
network within a radius of 10-20 miles. A whole continent populated with the
Company's PCS units would theoretically have no need for infrastructural support
of any kind. In practice, WWWC will build widely scattered (SMSA-based)
"Gateway" sites that will serve to introduce local signals into long lines,
international and satellite service providers and introduce data signals into
their destination networks while providing a medium for the Company's generation
of an ongoing revenue stream.

It is expected that there will be a dramatic increase in total network
capacity and in individual and traffic-form capacities resulting from the use of
VDMA transmission technology. This transmission technique, implemented in the
chip sets that are the core of the new technology, embodies very low power
transmissions along multiple routes between two mobile or stationary points on
the network. The result is a "fabric" of transmission paths blanketing the
entire "cell" compared to the "hub and spoke" transmissions between the central
node and the multiple users of a traditional cellular system. The multiplicity
of routes between any two points that is possible with this "fabric" generates
an aggregate capacity for the network that far exceeds a hub and spoke system,
where multiple transmission paths converge on a single hub, quickly consuming
the available radio frequency in the cell.

The low transmission powers needed for the VDMA transmission method
have the further potential to allow this new network technology to be overlaid
on existing wireless cellular installations without interfering with existing
signals in the same PCS frequency. As a result, the new technology has the
potential to provide "overbuild" capacity, incremental returns on investments in
frequency, and introduction of new, high-value data and non-voice services on
cellular franchises already in place.

This new technology is currently being engineered to operate in, among
other frequencies, the PCS frequency bands and in so-called "free" or unlicensed
frequency bands in the United States. It is readily adapted to other frequencies
- - military frequencies and frequencies that may be allocated by foreign
governments.

By licensing or otherwise transferring this technology to third parties
and retaining a substantial royalty interest in it, the Company will be able to
concentrate on its core business while retaining the potential for a significant
revenue stream.

20
<PAGE>

DISCUSSION OF THE TECHNOLOGY

In recent years, the industry has come to the realization that for a
large number of end-users the most cost-efficient and technically reliable
source of high-speed broadband connection is from wireless service. This
realization arose from the understanding that, for numerous users, the only
practical way to provide the so-called "last mile" of high-speed Internet
service was by wireless. The two major forms of wireless service are Local
Multipoint Distribution Service ("LMDS") and Multiple Multipoint Distribution
Service ("MMDS"). LMDS operates in a relatively high frequency range from 28GHz
and above. MMDS operates, in the United States, over what were formerly called
wireless cable television licenses in the 2.5 to 3.0 GHz range. Internationally,
these frequencies vary slightly, with the MMDS-type service being proposed for
frequencies from 2.5 to 4.0 GHz while LMDS-type service is offered on
frequencies similar to the United States.

In recent months, LMDS has attracted more attention from the public
than MMDS. This is despite the fact that in April 1999 Sprint and MCI WorldCom
began an aggressive acquisition of MMDS licenses for the provision of last-mile
services. In certain specific circumstances, LMDS is a very attractive
alternative to wired services. Its major benefit is its incredible bandwidth -
enough to transmit huge amounts of data at once. On the other hand, LMDS has
severe limitations as well including high costs of build out, very short range
(under 5 kilometers) and severe problems with interference from such things as
rain, smog, etc. In the context of wireless local loops, internal wireless
networks, intranets etc, LMDS would appear to have its major potential.

MMDS, while still considered a broadband service, has less bandwidth
than LMDS. Nonetheless, it has more than enough bandwidth for the great majority
of potential business and residential users. On the other hand, in the United
States (which allows 10 watts of power in transmitting the data) the range of
MMDS is at least 50 kilometers and it is much less effected, if at all, by
atmospheric and meteorological phenomena. It is also much less expensive to
build-out than LMDS, in addition to the fact that, because of its greater range,
fewer transmitters are required.

Both LMDS and MMDS are transmitted over a licensed frequency that means
that the data is protected from interference by other forms of radio or
microwave transmitters. It is critical, therefore, that any company operating or
attempting to develop a system of wireless internet over either LMDS or MMDS
frequencies acquire those frequencies as quickly and as inexpensively as
possible and for as many locations and as many channels/bands as possible in
each location.

Because of the limitations of LMDS' propagation properties, and because
the Company believes that the more viable market for wireless high-speed
services is in the small to medium size business market and residential market,
it has decided to concentrate exclusively on the MMDS and other lower-frequency
services. In that context, the Company has determined to, and has been actively
engaged in, acquire spectrum (i.e. frequencies) in the United States and, more
especially, internationally.

Subscriber on-site hardware installation requirements for such service
will include a dish antenna, site-internal wiring and an Ethernet card.
Including the pro-rata share of the Company's service modem cost, the start-up
expense associated with a new retail subscriber will amount to $199. The Company
plans to arrange lease acquisition of this equipment, for placement at
subscribers' sites. The Company will initially offer service to this specific
market segment for a competitive price. This will allow equipment leases to be

21
<PAGE>

amortized in less than two years. Management believes than an aggressive
low-price stance will effectively preempt the market, thus enabling the company
to benefit from users' subsequent reluctance to change from a provider that is
delivering satisfactory high-speed service.

The Company has begun to execute its plan by installing its first
Gateway on Mt. Diablo, overlooking the San Francisco Bay area. It is offering
wireless Internet service that serves its subscribers with file-transfer speeds
as much as 180 times faster than the 56K telephone modems now in use. This is
faster compared to ISDN connections by as much as 80 times. A document file that
takes 15 minutes to download via 56K modem, wasting employees' time and the
company's money, can be readily available within three seconds by using the
Company's Internet service.

In its first site, in the up-scale East Bay valleys of the San
Francisco Bay area, the Company plans to offer a variety of WISP (Wireless
Internet Service Provider) subscription formats to reach people who live in the
shadow of its Mt. Diablo transmitter. Costs to the Company, associated with the
addition of each new subscriber, will vary with the format under which the new
customer is added.

Mt. Diablo's shadow falls upon many of the worlds most dynamic, rapidly
growing high-technology companies, many of which already operate Intranets an
maintain commercial websites. Service of these larger customers (Large-company
Intranets, Commercial Websites, etc.) will be comprised of client driven,
semi-customized solutions that will utilize a competitive price per computer
screen, per month plus the cost of any client hardware installations at the
Company's studio, as a pricing point of business segment.

The Company expects that the uniqueness of each of its licensed areas -
with distinct demographics, industrial and technological base, and other
variables - preclude the Company from establishing a universal model of
marketing and sales strategies for each of its current and future sites.
However, it is anticipated that the Company will generate greater revenues and
profits overall from its larger customers and those requiring Intranet type
services.

The Company expects to swiftly expand and commence operations using ten
additional licenses to in which it currently has ownership in the United States
concurrently with the commencement if operations in Argentina and Ghana. Within
the United States these include the remaining MDS channels at South Bend,
Indiana as well as the ITFS channels recently acquired from the Shekinah Group
in, among other locations, Grand Rapids, Michigan; Key West, Florida; Vail and
Aspen, Colorado; and Ukiah, California, and others. Thereafter, as rights to the
reversionary interests in the remaining 31 license locations become available to
the Company, it is expected that most, if not all, of these remaining licensed
locations will commence revenue generating services within three or five years.

The industry from which the present Company evolved has endured a
turbulent history over the past two decades, with the initial goals and
objectives of industry pioneers having been radically altered with the passage
of time. Technological changes, unimaginable only twenty years ago, have
completely overtaken the wireless cable industry, causing original game plans to
be completely scrapped and new directions to be welcomed as the path to survival
and prosperity.

Today, it is difficult to believe that wireless cable's future was once
based on the delivery of a few channels television programming to the home. Some
two decades ago the wireless cable industry was founded by businessmen who
thought of it as a practical and inexpensive way to deliver programming to
subscribers in small markets or buildings not covered by wired cable. In the
late seventies and early eighties, these markets were the small basis for the
beginning of what was expected to become a major industry. Wired cable companies
were expensive and unpopular, and DBS was not yet even an identifiable set of
initials in the broadcasting industry. With a low entry cost and a solid FCC
license, it appeared that wireless cable could not miss becoming one of the next
multi-billion dollar industries.

22
<PAGE>

By the middle of the '90s wireless cable was a troubled industry with
the major players buried under mountains of debt from their earlier analog
expansion and the accompanying problems arising from a lack of cash to fund
digital conversion. For all practical purposes, the dream of providing cable
service by wireless was ended and most major players in the industry were under
water in debt and without hope of salvation in the video industry. The fact that
the predecessor of the Company did not incur any debt during this period and did
not built out an analogy television broadcast system has helped the Company
position itself better than many in the industry.

With the purchases in Spring 1999 by MCI WorldCom and Sprint, the
industry appears to have been turned away from television as a reason for being
and directed toward communications for the Internet and telephony. The move out
of video and into voice and data is clearly the salvation of the entire wireless
cable industry.

This is the same group of companies which led the "goldrush" in
wireless cable during April, 1999 as Sprint and MCI WorldCom saw wireless as the
way to get quickly into homes and businesses. All the major telco providers have
backbone. The problem is actually getting into the home --what is called "the
last mile." Wireless cable, with no cable to bury or wires to string, can
provide virtually instant access to a home or business and can provide
high-speed Internet access as well as telephone and other services.

The advantages of utilizing the frequencies originally obtained for
wireless cable as the basis for wireless Internet service are quite significant.
Most obvious is the relative ease of entry since wireless cable can be deployed
over-the-air rather than through massive through-ground installations costing
billions and billions of dollars and taking many years to complete. Both
conventional cable and telcos are faced with vast construction costs, while
wireless cable can be deployed at a tiny fraction of that expense.

The very largest businesses are connected by T-1 and T-3 high-speed
services, or by other very expensive interconnection technologies. The small and
medium size business market, the home-office market, and the individual seeking
the fastest service at a reasonable premium over POTS (Plain Old Telephone
Service), all are prospects for wireless cable. With SO/HO 256K downstream speed
charges are as low as $79.00 monthly, plus telco charges, versus $600.00 and up
for T-1, ISDN or ADSL, the clear advantage of wireless Internet from a cost
standpoint is obvious. Very recent FCC rules changes allowing wireless upstream
make the service even more seamless, and allow all billing to flow to the
wireless Internet service rather than involving a telco in the return link.
Essentially all that is required to connect is a small antenna along with a
down-converter modem. In small and medium offices the service typically forms
the basis for a LAN, which is a significant bonus in moving the client ahead
from a technology standpoint. It should also be noted that only one channel is
typically required, which allows future service expansion in a typical
33-channel system originally established for MMDS video service.

The FCC approval of two-way service for wireless Internet also has a
significant additional benefit since it opens up the way for Internet-based
telephony business at what should prove to be a significant cost advantage over
all existing methods for those customers utilizing the initial data services.
"Wireless cable offers a tremendous platform for video, voice and data," says
Rob Rini, a partner in the Washington communications law firm of Rini, Coran &
Lacellota. "The future's quite bright because those operators have beachfront
(broadcast spectrum) property."

Specific economic circumstances largely dictate the future for
individual Wireless Internet Service Providers (WISPs) since early entrants in
analog service are severely disadvantaged by their initial investment in
obsolete technology, and by their vastly expensive prior marketing of video
services which have largely been taken over by the rush to DBS. These early
leaders in wireless cable are now the least likely future success stories in
wireless Internet since they are cash-poor and have had their debt downgraded to
levels that make future offerings all but impossible. Some of these early
companies are, of course, bankrupt and not in a

23
<PAGE>

position to undertake new digital adventures without complete reorganization or
through acquisition such as that being undertaken by MCI WorldCom and Sprint.

"We look on this development (the MCI WorldCom and Sprint deals) as an
important validation of what the Wireless Communications Association
International and its members have been trying to do to emphasize the
opportunities right now in broadband wireless services," says Andrew Kreig,
president of the trade group.

"The key strength of wireless," says Kreig, is its ability "to be first
to market with low-cost, high-speed data and related services in the sweet spot
of small business use." In addition, the FCC is in the final stages of
deliberations on whether to broaden the use of the spectrum beyond present
delivery. An FCC decision could come this quarter, according to Kreig, further
enhancing values.

Following the FCC's authorization of two-way MDS and ITFS service on
September 17, 1998 technical interest and activity in the field has rapidly
increased. Major innovations in high-speed Internet access over wireless are
being announced with increased rapidity by leading wireless interests. Using the
advantages of the high-speed wireless platform, coupled with two-way service
that removes the need for a telco return path, wireless is now finally catching
up with its potential as a unique and flexible digital technology.

Business Location

World Wide Wireless Communications' business headquarters is located at
520 Third Street, Oakland, California, 94607. The Company also has offices
located in Concord, California and Buenos Aires, Argentina .

Regulatory Situation

The Company intends to offer its services exclusively over licensed
frequencies in each of the countries in which it operates. In the United States,
for example, its frequencies are licensed the Federal Communications Commission,
in Argentina, by the Comisin Nacional de Comunicaciones, and in Ghana, by the
Ghana Frequency Registration and Control Board. The Company is either applying
directly for licenses in certain countries or doing so jointly with local
partners in others. Some countries require, for example, domestic control of any
entity licensed to use radio frequency within their territory. The Company or
its affiliates have obtained, or is in the process of obtaining, all required
federal and state permits, licenses, and bonds to operate its facilities. There
can be no assurance that the Company's will not be subject to more restrictive
regulation or increased taxation by federal, state, or local agencies. In
addition, each of the licenses have special requirements. Management believes
that the Company is in full compliance with all applicable FCC rules,
regulations, and statutes and expects to be able to comply with all such
requirements in the future.

The importance of securing licensed frequencies quickly is a
significant part of the Company's plan to establish itself as a major
international provider of high speed Internet connectivity. Licensed frequencies
are the natural resources of the wireless industry with which a Company can
expand and develop and without which a Company's potential for growth is very
limited. The aggressive acquisition mode in which the Company now finds itself
is the result of its strongly held conviction that the opportunities for
acquisition of its desired frequency - whether directly from regulatory agencies
or from third parties already in possession of it - will become increasingly
difficult and more expensive over time.

24
<PAGE>

MANAGEMENT
<TABLE>

The executive officers, directors and key employees and consultants of
our company and their ages are as follows:
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Douglas P. Haffer . . . . . . . . . . 51 Chairman of the Board, CEO & President
Wayne Caldwell . . . . . . . . . . . . 42 Vice President, General Counsel and Director
Dana Miller . . . . . . . . . . . . . 40 Vice President & Director of System Expansion
Ramsey Sweis . . . . . . . . . . . . . 47 Director
Robert Klien . . . . . . . . . . . . . 57 Director
Luis Cuza . . . . . . . . . . . . . . 56 Director of World Wide Wireless Communications, Inc.
</TABLE>

Douglas P. Haffer has practiced law in San Francisco, Beverly Hills,
and Washington D.C. for twenty-five years. During that time he has served as
general counsel and/or vice president, and on the Board of Directors, of several
corporations, including Commercial Bank of San Francisco, Aca Joe Inc., Finet
Holdings Corporation, Worldwide Wireless Inc. and Uniprise Systems,
Incorporated. His legal practice concentrates primarily on providing legal
counseling to small or start-up businesses. In addition, a significant part of
his practice contained an international aspect involving foreign investors
seeking investment platforms in the United States. After initially working with
San Francisco Neighborhood Legal Assistance Foundation he became managing
attorney and was a member of the Board of Directors and the Executive Committee.
Mr. Haffer was also a partner with Haffer & Alterman of Washington DC and San
Francisco and of Chickering & Gregory before establishing his own law office in
1989. Mr. Haffer attended the University of Wisconsin, Madison from 1965 to 1969
where he received his Bachelor of Arts degree with honors with a major in Latin
American history. He was elected to Phi Beta Kappa at Madison and was involved
in a broad variety of on-campus activities. He then attended the Harvard Law
School from which he graduated in 1972 with a Juris Doctor degree. He was
admitted to the California Bar that same year and to the District of Columbia
Bar in 1978. Mr. Haffer has been a lecturer and adjunct professor of law at the
University of San Francisco Law School and at the Law School at the University
of California at Davis. He has served as an arbitrator for the American
Arbitration Association as well. He also is currently the Chairperson of the
Residential Rent Arbitration Board for the City of Oakland, California, and a
position he has occupied for the past three years.

Wayne Caldwell has served as Vice President and General Counsel since
November 1999. Mr. Caldwell is responsible for legal, governmental and
regulatory matters. Prior to joining World Wide Wireless Communications, Inc.,
Mr. Caldwell was in private practice for two decades specializing in business
and regulatory law. Mr. Caldwell is a graduate of Stanford University in
economics and received his law degree from the University of San Francisco.

Dana Miller was Director of Licensing and Acquisition for National
Micro-Vision Systems, Inc. from 1994 to I996. He worked extensively with the
Federal Communications Commission and FCC legal counsel and was responsible for
compliance with all FCC regulations. Mr. Miller also coordinated acquisitions of
microwave television licenses throughout the United States. He has negotiated
FCC lease agreements with educational institutions and nonprofit organizations.
Mr. Miller is an expert in FCC license application, FCC petition, and license
acquisition and maintenance. His accomplishments include resolution of a recent
long-term, complex conflict between WWWC and a second national wireless firm,
freeing up WWWC for high-speed wireless Internet operations in the San Francisco
metropolitan area.

25
<PAGE>

Ramsey Sweis has had extensive experience in management and in the
product design industry. He has been a leader and developer of high performance
teams by enabling, training and motivating team members. In the recent past he
has provided computer and engineering services to General Motors and Chrysler
Corporation. In connection with those activities Mr. Sweis has developed designs
between engineering, prototype models, tooling and vendor sources. Mr. Sweis
resides in Roseville, Michigan.

Robert Klein's experience includes an active twenty-year career to 1992
in the securities industry handling a wide range of duties including management
roles and institutional trading. For the past fifteen years a major emphasis has
been placed on packaging complex transactions on behalf of corporate clients
resulting in the creation and sale of marketable securities. The past five years
has been spent on public company development. He has served as a director for
three brokerage firms, including Yorkton Securities. He is currently a director
of several public and private companies involved in resource management and
light manufacturing. He has his degree in Applied Mathematics from the
University of Waterloo. He has an FCSI designation from the Canadian Securities
Institute.

Luis Cuza began his professional career at AT&T, where he spent eleven
years serving in a variety of technical and business support functions.
Following his tenure with AT&T, Mr. Cuza served for six years as
Telecommunications Planning and Utilization Officer of the City of Los Angeles
and was responsible for establishing a new Telecommunications Agency for the
City, responsible for Airports, including Los Angeles International, Fire and
Police. He was awarded the City's Productivity Commission Excellence Award in
1991. In 1993, Mr. Cuza became an independent telecommunications consultant to
Unibanco, Brazil's third largest bank, with 480 branches. He was responsible for
reengineering the bank's Technology Group, managing the implementation of new
processes and technologies with an annual investment budget of $27 million, and
yearly operational expenses of $30 million. In late 1994, Mr. Cuza left Unibanco
to assume the position of General Manager and Executive Director of Metrophone
S.A., a start-up Brazilian wireless joint venture located in the state Sao Paulo
and owned by COMCAST (USA) and MCom Wireless. At Metrophone, Mr. Cuza was
responsible for technology selection, implementation of the new ESMR wireless
system, and establishment of the operation including hiring and management of
senior staff. Mr. Cuza also serves as Chairperson of the Telecommunications Task
Force of the American Chamber of Commerce, Sao Paulo, Brazil and has chaired two
major Brazil-USA Forums on Brazilian Regulatory Agency (ANATEL)) and
Privatization. He is a Director of the American Chamber of Commerce of Brazil.
Mr. Cuza holds a M.Sc. Degree in Telecommunications Resume Management from
Golden Gate University and a B.Sc. in biochemistry from the University of
Maryland. He has attended numerous advanced executive courses, and has spoken on
issues related to telecommunications and integrated services at numerous
conferences and congresses in the US, Latin America and Europe. Mr. Cuza is
fluent in English, Spanish and Portuguese.

26
<PAGE>

EXECUTIVE COMPENSATION

The following table contains summary information for the fiscal year
ended September 30, 1999 regarding the compensation earned by our chief
executive officer and each of our officers whose salary plus bonus exceeded
$100,000 for the fiscal year ended September 30, 1999. In accordance with the
rules of the SEC, the compensation described in this table does not include
perquisites and other personal benefits received by the executive officers named
in the table below which do not exceed the lesser of $50,000 or 10% of the total
salary and bonus reported for these officers.

Summary Compensation Table

Long Term
Compensation
Awards
Securities
Underlying
Name and Principal Position Salary Bonus Options/SAR
- --------------------------- ------ ----- -----------
Douglas P. Haffer,
Chairman CEO and President $240,000 $24,000 800,000
Wayne Caldwell,
Vice President and Director $48,000 $0 800,000
Dana Miller, Vice President $40,000 $0 800,000
Ken Olson,
Secretary and Director* $120,000 $0 800,000
Ramsey Sweis, Director $0 $0 $0
Robert Klein, Director $0 $0 $0
Luis Cuza, Director $0 $0 $0

* Ken Olson is no longer employed by our company.

Stock Plan and Stock Options

We have 3,200,000 shares of common stock that have been reserved for
issuance under our Stock Incentive Plan. Our Stock Incentive Plan was never
approved by our shareholders; therefore, we are treating all Incentive Stock
Options that we have issued as Non-statutory Stock Options in accordance with
provisions of the Internal Revenue Code of 1986, as amended.

27
<PAGE>

PRINCIPAL SHAREHOLDERS
<TABLE>
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's Common Stock immediately
prior to this Offering, and as adjusted to reflect the sale of the shares being
offered, for (i) each director and executive officer of the Company, (ii) each
shareholder known by the Company to own beneficially 5% or more of the
outstanding shares of its Common Stock and (iii) all directors and officers as a
group. The Company believes that the beneficial owners of the Common Stock
listed below, based on information furnished by them, have sole investment and
voting power with respect to their shares, subject to community property laws
where applicable.
<CAPTION>
Directors, Shares Percentage of Common Shares Outstanding:
Executive Officers Beneficially Before Offering Maximum Sold
and 5% Shareholders: Owned (71,183,943 shares) (75,504,930 shares)
-------------------- ----- ------------------- -------------------
<S> <C> <C> <C>
World Wide Wireless, Inc. 16,120,679* 22.6% 21.3%

TSI Technologies, Inc. 6,042,020 8.4% 8.0%

Douglas P. Haffer 5,231,034 7.3% 6.9%

Albert C. Kutcher &
Frances E. Kutcher JT Ten 3,955,000 5.6% 5.2%

Behroos Sarafras 2,007,500 2.8% 2.6%

Principal shareholders 39,602,494 55.6% 52.4%
as a group
</TABLE>

CERTAIN RELATED PARTY TRANSACTIONS

As of September 1999, there have been no transactions (other than
employment agreements and stock option plans) to which we were a party involving
$10,000 or more and in which any director, executive officer or holder of more
than five percent of our capital stock had a material interest.

28
<PAGE>

DESCRIPTION OF COMMON STOCK

The Company has authorized 100,000,000 shares of Common Stock, $.001
par value. Immediately prior to this Offering, there were 71,183,943 shares of
Common Stock outstanding. Owners of Common Stock are entitled to one vote for
each share held of record on all matters to be voted on by shareholders, except
that, upon giving the legally required notice, shareholders may cumulate their
votes in the election of directors. The owners of Common Stock are entitled to
receive dividends when, as and if declared by the board of directors out of
funds legally available therefor. In the event of liquidation, dissolution or
winding up of the Company, the Common Stock shareholders are entitled to share
ratably in all assets remaining which are available for distribution to them
after payment of liabilities and after provision has been made for each class of
stock, if any, having preference over the Common Stock. Common Stock
shareholders, as such, have no conversion, preemptive or other subscription
rights, and there are no redemption provisions applicable to the Common Stock.
All of the outstanding shares of Common Stock are, and the shares of Common
Stock offered by this Offering Circular, when issued for the consideration set
forth in this Offering Circular, will be fully paid and non-assessable.

Common stock is the only class of stock issued and outstanding. Our
Articles of Incorporation authorize us to issue no shares of preferred stock. No
shares of preferred stock have been issued.

29
<PAGE>

PLAN OF DISTRIBUTION

Type of security . . . . . . . . . . . . . Common stock

Common stock registered by company . . . . We are registering and selling
4,000,000 shares of common
stock on behalf of our company.
We will also register another
4,362,000 shares of common
stock for existing shareholders
with "piggy-back" rights. We
will not sell the 4,362,000
shares owned by the existing
shareholders with piggy-backed
rights.

Common stock outstanding before
this offering . . . . . . . . . . . . . . . 71,183,943 shares

Common stock offered for sale
by our company in this offering . . . . . . 4,000,000 shares

Common stock to be outstanding after
this offering . . . . . . . . . . . . . . . 75,183,943 shares

Use of proceeds . . . . . . . . . . . . . . For expansion of our sales
force, marketing and
distribution activities,
expansion of both our domestic
and international business
operations, for acquiring
spectrum, and for general
corporate purposes. See "Use of
Proceeds" for more information.

The shares will initially be sold through our executive officers who
will not receive commissions and who will be registered as sales representative
where required. We currently do not have a broker-dealer involved with the sale
of our shares; however, we anticipate obtaining a broker-dealer to sell our
shares on a best efforts basis. We anticipate paying a broker-dealer a
commission of 12%. This offering will begin as of the effective date of this
prospectus and continue for twelve (24) months or such earlier date as we may
terminate the offering. If this offering terminates, all subscription payments
that we have not accepted will be promptly returned.

30
<PAGE>

LEGAL MATTERS

The Company currently had engaged two law firms to provide legal
services to the Company. The principal firm, providing the company general legal
counsel as well as securities advice and litigation assistance, is the San
Francisco-based firm of Evers & Hendrickson. In addition, the Company engages
the services of both the San Diego and Los Angeles offices of Luce Forward
Hamilton & Scripps for Southern California based litigation and other matters.

EXPERTS

ADDITIONAL INFORMATION

A Registration Statement on Form SB-2, including amendments thereto,
relating to the shares offered hereby has been filed with the Securities and
Exchange Commission, Office of Small Business Policy, Washington, D.C. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. Statements contained in this
Prospectus as to the contents of any contract or other document referred to are
not necessarily complete and in each instance reference is made to the copy of
such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. For further information with respect to the Company and the shares
offered hereby, reference is made to such Registration Statement, exhibits and
schedules. A copy of the Registration Statement may be inspected by anyone
without charge at the Commission's principal office located at 450 Fifth Street,
N.W., Washington, D.C. 20549, the Northeast Regional Office located at 7 World
Trade Center, 13th Floor, New York, New York, 10048 and copies of all or any
part thereof may be obtained from the Public Reference Branch of the Commission
upon the payment of certain fees prescribed by the Commission. In addition the
Commission maintains a World Wide Web site on the Internet at http://www.sec.gov
that contains reports, proxy and information statements and other documents
filed electronically with the Commission, including the Registration Statement.
The Company intends to furnish its shareholders with annual reports containing
financial statements audited by its independent public accountants and quarterly
reports containing unaudited financial information for the first three quarters
of each fiscal year.

31
<PAGE>

REUBEN E. PRICE & CO.

REUBEN E. PRICE, C.P.A. PUBLIC ACCOUNTANCY CORPORATION MEMBERS
(1904-1986) FOUNDED 1942 AMERICAN INSTITUTE OF

RICHARD A. PRICE CERTIFIED PUBLIC ACCOUNTANTS

703 MARKET STREET
SAN FRANCISCO, CA 94103 SECURITIES AND EXCHANGE
COMMISSION PRACTICE SECTION

(415) 982-3556 OF THE AMERICAN INSTITUTE OF
FAX (415) 957-1178 CERTIFIED PUBLIC ACCOUNTANTS

CALIFORNA SOCIETY OF
CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

Board of Directors
World Wide Wireless Communications, Inc.

We have audited the accompanying balance sheet of World Wide Wireless
Communications Inc. (A Development Stage Company), as of September 30, 1999, and
the related statements of operations, statements of cash flows, and statements
of stockholders' equity for the years September 30, 1999 and 1998, and from
inception on September 1, 1994 through September 30, 1999. 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 audit 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 World Wide Wireless
Communications, Inc. as of September 30, 1999, and the results of its
operations, cash flows, and stockholders' equity for the years September 30,
1999 and 1998, and from inception on September 1, 1994 through September 30,
1999 in conformity with generally accepted accounting principles.

As discussed in Note 2, the Company has been in the development stage since its
inception on September 1, 1994. Realization of a major portion of the assets is
dependent upon the Company's ability to meet its future financing requirements,
and the success of future operations, the outcome of which cannot be determined
at this time.

Reuben E. Price & Co.
January 24, 2000

32
<PAGE>

WORLD WIDE WIRELESS COMMUNICATIONS, INC
BALANCE SHEET

Assets
------
September 30, 1999
------------------
Current Assets:
Cash and cash equivalents $ 275,082
Account receivable 62,740
-----------

Total Current Assets 337,822
===========

Fixed Assets:
Furniture, fixtures and equipment 74,906
Leasehold improvements 261,478
Accumulated depreciation (13,506)
-----------

Total Fixed Assets 322,878
===========

Other Assets:
Prepaid lease expense 500,000
Other 20,077
-----------

Total Other Assets 520,077
===========

Total Assets $ 1,180,777
===========

Liabilities and Stockholders' Equity

Current Liabilities:
Accrued expenses $ 491,468
-----------

Total Current Liabilities 491,468
-----------
Long-Term Liabilities:
Convertible debenture 328,000
-----------

Total Long-Term Liabilities 328,000
-----------
Total Liabilities 819,468
===========

Commitments and Contigencies --

Stockholders' Equity:
Common stock, par value $ .001 per share,
100,000,000 shares authorized,
71,183,943 issued and
outstanding at September 30, 1999 71,184

Additional paid-in capital 6,185,657
Deficit accumulated during development stage (5,895,532)
-----------

Total Stockholders' Equity 361,309
-----------

Total Liabilities and Stockholders' Equity $ 1,180,777
===========

33
<PAGE>

WORLD WIDE WIRELESS COMMUNICATIONS, INC
INCOME STATEMENT

Cumulative
from
Inception on
For the Year For the Year September 1, 1994
Ended Ended through
September 30, September 30, September 30,
1999 1998 1999
------------ ------------ ------------
1999

Revenues $ -- $ -- $ --
------------ ------------ ------------
General & Administrative
Expenses (2,305,118) (312,361) (5,902,233)
------------ ------------ ------------
Total Operating Expenses (2,305,118) (312,361) (5,902,233)
------------ ------------ ------------
Operating Loss (2,305,118) (312,361) (5,902,233)
Other Income 0 6,701 6,701
------------ ------------ ------------
Net Loss $ (2,305,118) $ (305,660) $ (5,895,532)
============ ============ ============
Basic Loss Per Share $ (0.04) $ (0.01)
============ ============
Basic Weighted Average
Shares Outstanding 56,113,645 39,330,520
============ ============
Diluted Loss Per Share $ (0.04) $ (0.01)
============ ============
Diluted Weighted
Average Shares
Outstanding 56,411,173 39,330,520
============ ============

34
<PAGE>

<TABLE>

WORLD WIDE WIRELESS COMMUNICATIONS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
<CAPTION>

Common Stock (1) Deficit
------------------------------------ Accumulated
Additional during
Paid-in Development Total
Shares Amount Capital Stage Equity
---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Inception, September 1, 1994 -- $ -- $ -- $ -- $ --

Common stock issued for cash 5,469,564 5,470 407,754 -- 413,224
Net loss for the fiscal year
ended September 30, 1995 -- -- -- (461,341) (461,341)
---------- ----------- ----------- ----------- -----------
Balance September 30, 1995 5,469,564 5,470 407,754 (461,341) (48,117)
Common stock issued for cash 12,386,954 12,387 924,822 -- 937,209
Net loss for the fiscal year
ended September 30, 1996 -- -- -- (1,136,503) (1,136,503)
---------- ----------- ----------- ----------- -----------
Balance September 30, 1996 17,856,518 17,857 1,332,576 (1,597,844) (247,411)
Common stock issued for cash 19,143,475 19,143 1,429,270 -- 1,448,413
Net loss for the fiscal year
ended September 30, 1997 -- -- -- (1,686,910) (1,686,910)
---------- ----------- ----------- ----------- -----------
Balance September 30, 1997 36,999,993 37,000 2,761,846 (3,284,754) (485,908)
Issuance of common stock
in reorganization 8,024,000 8,024 13,427 -- 21,451
Common stock issued in private
placement net of
$40,714 funding costs:
at $ .0695 per share 1,500,000 1,500 102,786 -- 104,286
at $ .2500 per share 600,000 600 149,400 -- 150,000
Common stock issued for services 218,000 218 30,182 -- 30,400
Net loss for the fiscal year
ended September 30, 1997 -- -- -- (305,660) (305,660)
---------- ----------- ----------- ----------- -----------
Balance September 30, 1998 47,341,993 47,342 3,057,641 (3,590,414) (485,431)
Common stock issued in private
placement net of
$78,212 funding costs:
at $ .0500 per share 4,395,000 4,395 215,355 -- 219,750
at $ .0750 per share 1,618,000 1,618 119,732 -- 121,350
at $ .1000 per share 4,683,000 4,683 463,617 -- 468,300
at $ .1200 per share 4,512,000 4,512 536,928 -- 541,440
at $ .1300 per share 1,805,650 1,806 234,186 -- 235,992
at $ .3000 per share 350,000 350 104,650 -- 105,000
at $ .4350 per share 1,940,300 1,940 842,089 -- 844,030
Common stock issued for services 4,538,000 4,538 611,458 -- 615,996
Net loss for the fiscal year ended
September 30, 1999 -- -- -- (2,305,118) (2,305,118)
---------- ----------- ----------- ----------- -----------
Balance, September 30, 1999 71,183,943 $ 71,184 $ 6,185,657 $(5,895,532) $ 361,309
========== =========== =========== =========== ===========
<FN>

(1) The common stock information has been retroactively restated to give effect
to the reorganization of May 7, 1998 (See Note 3 to the financial
statements).
</FN>
</TABLE>

35
<PAGE>
<TABLE>

WORLD WIDE WIRELESS COMMUNICATIONS, INC.
CASH FLOW STATEMENT
<CAPTION>
Cumulative
from
For the Year For the Year Inception on
Ended Ended September 1, 1994
September 30, September 30, through
1999 1998 September 30, 1999
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATIONS
Net Loss $(2,305,118) $ (305,660) $(5,895,532)
Adjustments to reconcile
net loss from operations
to net cash used by
operating activities:
Common stock issued for services 615,996 30,400 646,396
Depreciation and amortization
expense 13,506 -- 13,506
Changes in operating assets
and liabilities:
(Increase) in account receivable (62,740) -- (62,740)
(Increase) in prepaid lease expense (500,000) 0 (500,000)
(Increase) in other assets (20,077) 0 (20,077)
Increase in accrued expenses 4,321 1,194 491,468
----------- ----------- -----------
Net Cash (Used) by Operating
Activities (2,254,112) (274,066) (5,326,979)
----------- ----------- -----------
0 0 0
----------- ----------- -----------
(Increase) in fixed assets (336,384) 0 (336,384)
Proceeds from convertible debenture 328,000 0 328,000
Proceeds from issuance of common stock 2,535,862 275,737 5,610,445
----------- ----------- -----------
Net Cash Provided by Financing Activities 2,527,478 275,737 5,602,061
----------- ----------- -----------

CASH EQUIVALENTS 273,366 1,671 275,082

AT BEGINNING OF PERIOD 1,716 45 0
----------- ----------- -----------

AT END OF PERIOD $ 275,082 $ 1,716 $ 275,082
=========== =========== ===========

FLOW INFORMATION
Interest paid $ -- $ -- $ --
Income taxes paid $ -- $ -- $ --
</TABLE>

36
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The financial statements presented are those of World Wide Wireless
Communications, Inc., (the Company) (a development stage company). The Company
is engaged in activities related to advanced wireless communications, including
the acquisition of radio-frequency spectrum both in the United States and
internationally. The Company also plans to license its Virtual Division Multilpe
Access "VDMA" chipset technology.

Basic and Diluted Net Loss Per Share

The calculation of basic and diluted net loss per share is in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings Per Share".

Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly
liquid investments with an original maturity of three months or less to be cash
equivalents.

Comprehensive Income, Statement of Financial Accounting Standards No. 130
-------------------------------------------------------------------------

The Company has no material components of other comprehensive income.

Income Taxes

The Company accounts for income taxes using Statement of
Financial Accounting Standards No.109, "Accounting for Income
Taxes". Under this statement, the liability method is used in
accounting for income taxes.

Fixed Assets

Furniture, fixtures and equipment are depreciated over their
useful lives of 5 to 10 years, using the straight-line method
of depreciation. Leasehold improvements are amortized over a
5-year period that coincides with the initial period of the
lease, using the straight-line method of amortization.

Long-Lived Assets

The Company will review its long-lived assets on an annual
basis to determine any impairment in accordance with Statement
of Financial Accounting Standards No. 121.

Estimates
---------

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

37
<PAGE>

Research and Development Expenses
---------------------------------

Research and development costs are expensed as incurred.

Fair Value of Financial Instruments
- -----------------------------------

For cash and cash equivalents, the account receivable, accrued expenses, and the
convertible debenture, the carrying amounts in the Balance Sheet represent their
fair market value.

NOTE 2 - DEVELOPMENT STAGE / GOING CONCERN

The Company has been in the development stage since its formation on September
1, 1994. It is primarily engaged in activities related to advanced wireless
communications, including the acquisition of radio-frequency spectrum both in
the United States and internationally. The Company also plans to license its
Virtual Division Multilpe Access "VDMA" chipset technology.

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.

The Company has experienced losses since inception, and had an accumulated
deficit of $5,550,019 at September 30, 1999. Net losses are expected for the
foreseeable future. Management plans to continue the implementation of its
business plan to place the company's assets in service to generate related
revenue. Simultaneously, the Company is continuing to secure the additional
required capital through sales of common stock through the current operating
cycle.

NOTE 3 - REORGANIZATION

On May 7, 1998, the Company entered into a reverse merger transaction, whereby
it acquired the control of a public shell. The reorganization resulted in the
issuance of 36,999,993 shares of common stock, representing 82.2% of the total
shares outstanding. The value of $21,451 assigned to the 8,024,000 shares, or
17.8% retained by the public shell shareholders, represents the net assets
acquired from the public shell. The reorganization was accounted for as a
reverse merger under the purchase method.

NOTE 4 - COMMITMENTS AND CONTIGENCIES

Litigation
----------

On April 12, 1999, the Company, under terms of a Settlement and General Release,
issued 825,000 shares of common stock to a former director and a former employee
for compensation, approximating $81,000.

On May 25, 1999, the Company, under terms of a Compromise and Settlement
Agreement, issued 750,000 shares of common stock to cover approximately $310,000
of various outstanding obligations of the Company to Corporate Solutions, LLC
for services rendered.

The Company anticipates filing a lawsuit against Phoenix Diversified and its
successors in interest, for approximately $115,000 for breach of oral contract,
breach of written contract and quantum meruit in connection with the use of the
Company's high-speed wireless operation in Concord, California.

38
<PAGE>

Management believes it will prevail in this action. Because of the uncertainty
of the amount, which may result from this action, management has recorded a
reserve against this receivable.

In November 1998, the Company and its predecessor affiliates filed an action
against the lessor of its leases for the Concord and San Marcos, California
multipoint distribution service (MDS) channels. The complaint alleged breach of
contract as well as intentional and negligent interference with prospective
economic advantage. They also sought a preliminary injunction as a result of the
lessor's assertion that the predecessor companies and the Company were in
default on said leases. The Superior Court of California for the County of Los
Angeles issued a preliminary injunction against the lessor to restrain it from
taking any further action against the Company and its predecessors. Thereafter,
the lessor cross-complained against the Company and its predecessors alleging
breach of contract. The preliminary injunction of the Company against the lessor
remained in effect until December 9, 1999, when a settlement agreement was
signed.

NOTE 4 - COMMITMENTS AND CONTIGENCIES (CONTINUED)

Litigation (Continued)
----------------------

The settlement provided for the Company to pay $27,375 to the lessor, which
related to lease obligations. This amount is reflected as an expense in the
financial statements of September 30, 1999. The Company further agreed to sign a
consulting agreement with the lessor, whereby the Company will issue the
equivalent of $20,000 of its restricted common stock, the value of which is to
be computed at 80% of the market value of the Company's unrestricted shares.
Additionally, under this consulting agreement, the Company agreed to execute a
promissory note in favor of the lessor in the amount of $40,000, payable at
$1,000 per month, commencing December 1, 1999, with a final payment of $28,000
on December 1, 2000.

On August 26, 1999, the Company filed suit against Credit Bancorp, in U.S.
District Court in San Francisco, regarding improprieties on the part of Credit
Bancorp relating to a loan granted to the Company by Credit Bancorp. The case
was settled on October 11, 1999. As part of the settlement agreement, Credit
Bancorp agreed to convert the original loan granted to the Company to a
convertible debenture in the amount of $740,000. In November 1999, the
Securities and Exchange Commission (SEC) filed suit against Credit Bancorp
alleging violations of various securities laws in connection with its actions in
relation to the Company (and others), and seeking various forms of relief
including disgorgement of its illegal gains. At this time, management believes
that if the suit is successful, certain benefits may accrue to the Company,
including the cancellation of the $740,000 convertible debenture. Because of the
uncertainty of the results of this legal action, management has decided not to
record any reduction of this liability.

In January 2000, a group of investors filed suit against the Company relating to
alleged delays in the filing of certain financial information. Management
believes that the suit is without merit and should have no material impact on
the financial statements.

Operating Leases
----------------

The Company's office space at One Post Street, San Francisco, was leased on a
month to month basis. The Company vacated these offices on August 31, 1999. The
actual rent paid, for the fiscal year ended September 30, 1999, was $22,341.

39
<PAGE>

NOTE 4 - COMMITMENTS AND CONTIGENCIES (CONTINUED)

Operating Leases (Continued)
----------------------------

In April 1999, the Company entered into a 5-year lease for approximately 6,000
square feet of office space in Jack London Square, Oakland, California. The
lease commenced on June 5, 1999. The triple net rental agreement is for $10,038
per month during the first year. The lease provides for an annual increase based
on the indexed cost of living adjustments. Additionally, the lease provides for
the landlord's participation in partial reimbursement over the terms of the
lease to the Company for leasehold improvements paid by the Company. The Company
commenced its occupation of this space on September 1, 1999. The minimum annual
rent is $120,456 for the fiscal years ended September 30, 2000, 2001, 2002 and
2003; and $81,642 for the period October 1, 2003 to June 4, 2004.

The Company leases (under assignment) all of the channel capacity for certain
multipoint distribution service (MDS) and multi-channel multipoint distribution
service (MMDS) channels from three carriers that are licensed by the FCC as
specified in 47 C.F.R. Paragraph 21.901(b). These MDS/MMDS leases provide for a
monthly lease fee of 2% of gross subscriber revenue or a minimum monthly rental
aggregating approximately $1,150. The minimum aggregate annual rent is $13,800
for 1999, $67,160 for 2000, and $9,500 for 2001, adjusted annually by changes in
the Consumer Price Index. Each of the leases contain three ten-year renewal
options, and an option to purchase each license for $225,000, adjusted upon
changes in the Consumer Price Index since lease inception.

In conjunction with the MDS/MMDS licenses, the Company has acquired (under
assignment) transmission sites in the geographical areas covered by the
licenses. These site leases have varying terms and conditions, and at September
30, 1999, the minimum annual rental is $42,000 per fiscal year ended September
30, 2000 through 2004.

NOTE 5- STOCKHOLDERS EQUITY

During the fiscal year ended September 30, 1999, the Company sold 19,303,950
shares of its common stock for net cash proceeds of $2,535,862 and issued
4,538,000 shares of its common stock for services at an aggregate value of
$615,996. Stock issued for services was at the market price for the shares at
the time of issuance.

NOTE 6- PREPAID LEASE EXPENSE

On November 25, 1998, the Company entered into an option agreement with Shekinah
Network to pay $500,000 to lease eight Instructional Television Fixed Service
(ITFS) channels for the Company's high-speed wireless internet connections, as
authorized by the Federal Communication Commission (FCC). This agreement also
provides the Company an exclusive option to lease excess capacity on Shekinah's
remaining thirty-two ITFS channels, as they become available. The monthly
minimum transmission fee to be paid to Shekinah for each license or application
optioned, will be five percent (5%) of the gross system receipts or five hundred
dollars, whichever is greater. Amortization of the licenses will begin when the
available channels are placed in service. ITFS licenses can only be owned by FCC
approved educational, religious or non-profit entities. In the event FCC rules
and regulations change to allow commercial companies to own these licenses or
the Company establishes an educational, religious or non-profit affiliate, the
agreement also provides the Company an option to pay Shekinah $150,000
per-market or channel group on an individual basis or

40
<PAGE>

$3,500,000 for all forty channels. The option period extends for ten years, with
three additional ten-year term renewals.

NOTE 7- INCOME TAXES

As of September 30, 1999, the Company had net operating loss carryforwards of
$2,664,434 that may be offset against future taxable income through 2019. The
tax benefit of the net loss carryforwards is offset by a valuation allowance of
the same amount due to the uncertainty that the carryforwards will not be used
before they expire.

The approximate tax benefit of $905,900 results in a deferred asset for which a
reserve has been established in the same amount due to the uncertainty of the
use of this loss carryforward in the future by the Company.

NOTE 8 - ACCRUED EXPENSES

Accrued expenses consist of the following:
Professional fees $191,601
Payroll and related payroll taxes $104,986
Leasehold Improvements $ 55,288
Other $139,593
--------
Total $491,468
========

NOTE 9 - C0NVERTIBLE DEBENTURE

The Company borrowed from Credit Bancorp $328,000 in August 1999 and $412,000 in
October 1999. On October 11, 1999, the Company issued a convertible unsecured
debenture for $740,000 to Credit Bancorp in settlement of this obligation. The
terms of this convertible unsecured debenture are 7% interest per annum payable,
semiannually on the last day of February and September, with the principal due
September 30, 2002. All amounts of unpaid principal and accrued interest of this
debenture are convertible at any time at the conversion price of $1.60 per share
of unregistered, restricted shares of the Company's stock, adjusted for any
stock splits.

41
<PAGE>

NOTE 10 - STOCK OPTION PLANS

Nonstatutory Stock Options:
---------------------------

The Company has issued stock options under nonstatutory stock option agreements.
The options are granted at the fair market value of the shares at the date the
option is granted. The options are granted for a period of 5 years, and are
fully exercisable during the term of the option period or within thirty (30)
days of the participant's resignation or termination.

The following table represents the number and weighted-average of the options:

Number of Weighted
Options Average

Outstanding at the beginning of the year 0 0

Activity during the year:
Granted 3,200,000 297,528
Exercised 0
Forfeited 0
Expired 0

Outstanding at the end of the year 3,200,000 297,528

Exercisable 3,200,000 297,528

Incentive Stock Plan
- --------------------

The Company adopted an incentive stock plan on August 5, 1998, which has not yet
been approved by the shareholders. The options are granted at the fair market
value of the shares at the date that the option is granted. The options are
granted for a period of 10 years, and are exercisable after one year from the
date of grant, at a vested rate of 20% per year during the term of the option
period or within thirty (30) days of the participant's resignation or
termination. The Company has limited the number of shares under this plan to
3,000,000 shares of its capital stock for this plan. The number of shares of
stock covered by each outstanding option, and the exercise price per share
thereof set forth in each such option, shall be proportionately adjusted for any
stock split, and or, stock dividend. As of September 30, 1999, the Company did
not issue any options under this plan; however, subsequent to the date of this
financial statement, options, for 800,000 shares of common stock, were granted
under the incentive stock plan to an employee within his employment agreement.

NOTE 11 - SUBSEQUENT EVENTS

Affiliations in new locations
-----------------------------

Argentina
---------

On November 30, 1999 the Company entered into an agreement to acquire a
controlling interest in Infotel Argentina S.A., a Buenos Aires based company
which owns MMDS licenses in eight of the largest Argentine cities including
Buenos Aires. The purchase price was $1,500,000, of which $900,000 was paid in
cash and $600,000 was paid in restricted stock of the Company,

42
<PAGE>

Brazil
------

On January 20, 2000, the Company entered into an agreement to acquire 100% of
the stock of Comunicacoes 100Fio Ltda., a Brazilian telecommunications company
based in Sao Paulo which owns national licenses to operate Specialized Circuit
and Network Services in Brazil, and is in the process of acquiring specific
frequencies. The Company agreed to pay the sellers 150,000 shares of the
Company's stock and $150,000 cash within 60 days after acquisition of the first
frequency license, and certain other performance-based amounts within the first
year of acquisition.

Affiliations in new locations (continued)
-----------------------------------------

Other
- -----

In November 1999, the Company applied for certain wireless licenses in the Czech
Republic through a wholly owned subsidiary, Trigon Finance, s.r.o.. The
applications are still pending.

The Company is applying for certain wireless licenses in Germany. The
applications are still pending.

The Company has recently acquired wireless licenses throughout Ghana.

43
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our By-laws provides that it may indemnify any director, officer, agent or
employee as to those liabilities and on those terms and conditions as are
specified in Section 317 of the California Corporations Code. In any event, the
Registrant shall have the right to purchase and maintain insurance on behalf of
any such persons whether or not the Registrant would have the power to indemnify
such person against the liability insured against.

Insofar as indemnification for liabilities arising under the Securities Act,
indemnification may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing section. The Registrant has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

Item 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Expenses of the Registrant in connection with the issuance and distribution of
the securities being registered are estimated as follows, assuming the Maximum
offering amount is sold:

Securities and Exchange Commission filing fee $ 4,000
Accountant's fees and expenses $10,000
Legal fees and expenses $10,000
Printing $ 1,000
-------
Total $25,000

The Registrant will bear all expenses shown above.

Item 26. RECENT SALES OF UNREGISTERED SECURITIES

During fiscal 1999, the Company issued and agreed to issue options exercisable
to purchase an aggregate 3.2 million shares of Common Stock of which none were
exercised. The Company also issued shares totaling 19,303,950 in exchange for
$2,535,862 and 4,538,000 shares for services valued at $615,996.

Item 27. EXHIBITS

ITEM (601) DOCUMENT PAGE
- ---------- -------- ----

3.1 Articles of Incorporation,

3.2 Amendment to Articles of Incorporation filed (if applicable)

3.3 By-laws

4.2 Share Specimen (if available)

10.1 Lease of registrant's facilities

44
<PAGE>

99.1 Share Purchase Agreement (as revised)

Item 28. UNDERTAKINGS

a) The Registrant hereby undertakes that it will:

1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the bona fide
offering.

3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the Offering.

e) Insofar as indemnification for liabilities arising under the securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

45
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe the registrant
meets all of the requirements of filing on Form SB-2 and authorized this
registration statement (pre-effective amendment no. 1) to be signed on its
behalf by the undersigned in the on January 24, 2000.

World Wide Wireless Communications, Inc.

By:________________________ By:_________________________________
Wayne Caldwell Douglas P. Haffer
Vice President President and Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement (pre-effective amendment no. 1) has been signed by the
following persons in the capacities and on the dates indicated.

Signature Title Date

_______________________ President & CEO & Chairman January ___, 2000
Douglas P. Haffer

_______________________ Vice President and Director January ___, 2000
Wayne Caldwell

_______________________ Vice President and Director January ___, 2000
Dana Miller