WORLD WIDE WIRELESS COMMUNICATIONS INC, SB-2/A, 2000-12-15

WORLD WIDE WIRELESS COMMUNICATIONS INC
SB-2/A, 2000-12-15
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

Previous: LEND LEASE FUNDS, 485BPOS, EX-99.Q, 2000-12-15

Next: WORLD WIDE WIRELESS COMMUNICATIONS INC, SB-2/A, EX-10.11, 2000-12-15

As filed with the Securities and Exchange Commission on December 15, 2000
Registration No. 333-38158

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
------------
AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WORLD WIDE WIRELESS COMMUNICATIONS, INC.
(Name of small business issuer in its charter)
-----------------

Nevada 4812 860887822
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Identification No.) Classification Code No.)

DOUGLAS P. HAFFER
Chief Executive Officer, World Wide Wireless Communications, Inc.
520 Third Street, Suite 101
Oakland, CA 94607
(510) 839-6100
(Name, Address and Telephone Number of Agent for Service)
-----------------------
Copies to:
WILLIAM D. EVERS, ESQ.
Foley & Lardner
One Maritime Plaza, Suite 600
San Francisco, CA 94111
Phone No.: 415-434-4484
Fax No.: 415-434-4507
-------------------

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. / /

<PAGE>

CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
Title of each Amount Proposed maximum Proposed maximum Amount of
class of securities to be offering price aggregate registration
to be registered registered(1) per share(2) offering price fee
--------------------------------------------------------------------------------

Common, $ .001
par value 3,996,113 $.42 $1,678,368
--------------------------------------------------------------------------------

Common, $ .001
par value 953,861(3) $.42 $400,622
--------------------------------------------------------------------------------

Total Registration
Fee(4) $2,078,990 $549
--------------------------------------------------------------------------------

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, there are
included in this registration such additional number of shares of common stock
or such shares that may be issuable in lieu of such common stock as may become
issuable pursuant to anti-dilution provisions of the 4% Convertible Debenture
and the warrants.

(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based on the average bid and asked price of the common
stock on the over the Over the Counter Bulletin Board maintained by the National
Association of Securities Dealers on December 13, 2000.

(3) The number of shares being registered equals that number of shares that
would be issuable upon the conversion of the 4% Convertible Debentures the
selling shareholders own as of the date of this prospectus based on a conversion
price of $.64 for each share. This conversion price is subject to change under
an agreement between us and the debenture holders.

(4) We previously paid a registration fee of $5,583.04 for the registration of
10,789,715 shares of our common stock. The above fee reflects payment for the
shares added to this pre-effective amendment.

<PAGE>

World Wide Wireless
Communications, Inc.
11,907,541 Shares of Common Stock

We are registering 11,907,541 shares of common stock, which includes
shares underlying 4% Convertible Debentures and certain presently
outstanding warrants. We will only receive proceeds from the sale of common
stock as a result of the exercise of the warrants if they are exercised for
cash. We will use the proceeds, if any, for working capital. If and when
the owners of the 4% Convertible Debentures or warrants convert or exercise
any of these securities for shares of common stock, that stock may be
resold to the public using this prospectus.

We will pay all expenses of registration incurred in connection with
this offering and certain expenses of the selling shareholders, including
up to $25,000 in the legal fees of counsel the selling shareholders retain.

The selling shareholders may offer and sell some, all or none of their
common stock under this prospectus. The selling shareholders may determine
the prices at which they will sell their shares, which may be at market
prices prevailing at the time of the sale or some other price. The selling
shareholders may use brokers or dealers to assist them in selling their
shares, who may receive compensation or commissions for such sales.

Our shares are currently traded on the OTC Bulletin Board under the
trading symbol WLGS.

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

Investing in our common stock involves a great amount of risk.

See "Risk Factors" beginning on page 3.

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

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 December 15, 2000

<PAGE>
TABLE OF CONTENTS

Page

SUMMARY OF FINANCIAL DATA......................................................2
RISK FACTORS...................................................................3
FORWARD-LOOKING STATEMENTS.....................................................6
DIVIDEND POLICY................................................................7
USE OF PROCEEDS................................................................7
BUSINESS......................................................................10
MANAGEMENT....................................................................20
PRINCIPAL AND SELLING SHAREHOLDERS............................................23
CERTAIN RELATED PARTY TRANSACTIONS............................................27
DESCRIPTION OF SECURITIES.....................................................27
PLAN OF DISTRIBUTION..........................................................29
PRICE RANGE OF COMMON STOCK...................................................29
LEGAL MATTERS.................................................................30
EXPERTS.......................................................................30
ADDITIONAL INFORMATION........................................................30
FINANCIAL STATEMENTS..........................................................32
INFORMATION NOT REQUIRED IN PROSPECTUS........................................50
EXHIBITS......................................................................53
SIGNATURES....................................................................56

-i-
<PAGE>

You should rely only on the information contained in this prospectus. We
have not authorized any person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. The information in this
document may only be accurate on the date of this document.

World Wide Wireless Communications, Inc.

We provide high-speed broadband wireless Internet service in the United
States and internationally. We are also developing a new technology, named the
distributed wireless call system, which we believe may significantly enhance
wireless communications in the future. We intend to license this technology to
third parties in the future.

This prospectus relates solely to the sale of securities by the selling
shareholders listed on page 25. We are not selling any shares of our own stock
pursuant to this prospectus.

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 11,907,541 shares of
common stock, which includes shares
underlying the 4% Convertible
Debentures and certain presently
outstanding warrants.

Use of proceeds We will only receive cash proceeds upon
exercise of the warrants if they are
exercised for cash. Those proceeds, if
any will be used for working capital.
All proceeds from sales of common stock
made by selling shareholders will go to
the selling shareholders and not to us.

-1-
<PAGE>
SUMMARY OF FINANCIAL DATA

The summary financial data for the years ended September 30, 1999 and 2000
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.

Statements of Income Data:

Year ended Sept. 30, Year ended
2000 Sept. 30, 1999
Audited Audited

Revenue $ 524,246 $ --
Cost of Goods Sold 336,717
-------
Gross Profit 187,529
Operating Expenses 7,065,788
Impairment Loss 1,500,000
---------
Total Operating
Expenses 8,565,788 2,383,330
--------- ---------

Operating loss (8,378,259) (2,383,330)
Rental Income 0
Interest Income 52,857 0
Interest Expense (70,706) ----------
--------- ----------
Net loss (8,396,108) (2,383,330)

Balance Sheet Data: September 30, 2000
Working capital 2,460, 669
Total assets 9,703,562
Long-term debt, 5,285,338
Less current portion
Minority Interest 115,150
Shareowners' equity 1,999,185

-2-
<PAGE>

RISK FACTORS

An investment in our common stock is very risky. You should be aware that
you could lose the entire amount of your investment. You should carefully
consider the following risks before you decide to buy our common stock.

Risks Related to Our Business

We will require substantial additional capital in the short term to remain a
going concern

We will require substantial short term outside investment on a continuing
basis to finance our current operations and capital expenditures as well as the
acquisition of additional spectrum and licenses. Our revenues for the
foreseeable future may not be sufficient to attain profitability. In the two
years since we began operations, we have generated virtually no revenues and
have incurred substantial expenditures. We expect to continue to experience
losses from operations while we develop and expand our wireless Internet service
system and other technologies. In view of this fact, our auditors have stated in
their report for the period ended September 30, 2000 that our ability to meet
our future financing requirements, and the success of our future operations,
cannot be determined at this time. In order to finance our working capital
requirements we are currently negotiating equity investments with several
sophisticated investors, but there can be no assurance that we will obtain this
capital or that it will be obtained on terms favorable to us. If we do not
obtain short term financing we may not be able to continue as a viable concern.
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. If 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.

We may not be able to obtain permission to use two-way transmission for our
wireless service, thereby making our services significantly less attractive to
potential customers.

We believe that it is important for us to obtain the right to conduct
two-way transmissions through the radio transmission frequencies for which we
acquire licenses. None of our present channel leases in the United States allow
for two-way transmissions. Permission to conduct two-way transmissions must be
obtained from the Federal Communications Commission, and the rules of the FCC
require that we file applications with the FCC to receive permission to conduct
two-way transmissions through these frequencies. In August, we filed six
applications for permission to conduct two way transmissions with the FCC for
the areas of Vail and Aspen, Colorado, Grand Rapids, Michigan, Key West,
Florida, Pierre, South Dakota and Ukiah, California, that are currently pending.
We cannot be certain that the licenses will be granted. The application process
required us to engineer a network configuration and channel-use plan for these
frequencies in each market where we intend to launch a two-way system. The
applications must meet FCC interference protection rules or contain the consent
of other licensees in these markets and adjacent markets. We cannot be certain
that:

o We will be able to complete the necessary processes to enable us
to complete two-way applications for each of our markets.

o We will be able to obtain the necessary cooperation and consents
from licensees in our markets or adjacent markets to enable us to
use our spectrum for two-way communication services.

o The FCC will approve our applications.

If we do not receive the required consents from the FCC and other licensees
within a market, or we are not able to design a two-way system that will meet
the FCC's interference protection rules, we will be unable to obtain
authorization to implement a two-way system in that market. If we are unable to
obtain this authorization, we will be forced to operate our service as a one-way
transmission service, which we believe would make our Internet access services
significantly less attractive to prospective customers than two-way transmission
services.

-3-
<PAGE>

We are subject to other substantial governmental regulations that could
adversely affect our business

Our services are subject to current regulations of the FCC with respect to
the use of our wireless access. We are required to use and maintain our licenses
for certain frequencies and file reports with the FCC. If we fail to comply with
these requirements, we may lose our licenses to operate such frequencies. The
loss of licenses to operate our frequencies could lead to interruption of our
wireless access services and materially adversely affect our business. For
example, we currently have applications pending in Aspen and Vail, Colorado,
Grand Rapids, Michigan, Key West, Florida, Pierre, South Dakota and Ukiah,
California. Our ability to provide two way broadcasting authority in any of
those markets depends on obtaining the necessary license from the FCC.

In addition, changes in the regulatory environment relating to Internet
access could affect the prices at which we may sell our services. These include
regulatory changes that, directly or indirectly, affect telecommunications
costs, limit usage of subscriber-related information or increase the likelihood
or scope of competition from the regional Bell operating companies or other
telecommunications companies. For example, regulations recently adopted by the
FCC are intended to subsidize Internet connectivity rates for schools and
libraries, which could affect demand for our services. The FCC has also stated
its intention to consider whether to regulate certain transmission services over
the Internet as "telecommunications," even though Internet access itself would
not be regulated. Additionally, a number of state and local government officials
have also asserted the right or indicated a willingness to impose taxes on
Internet-related services, including sales, use and access taxes. We cannot
predict the impact that future laws and regulations may have on our business.

Our new distributed wireless call processing system technology is unproven and
may not function as anticipated

Our distributed wireless call processing system technology remains in the
development phase and we have not yet developed a fully functional prototype of
that technology. We cannot be certain when we will be able to complete
development of that system and whether that system will work in the manner
anticipated when development is completed. Furthermore, we cannot be certain
whether the system will receive substantial market acceptance assuming that it
is developed. For these reasons, although we believe that our distributed
wireless call process system is promising, an investor should not assume that
the system will be available or will contribute positively to our business
prospects or financial condition.

We are subject to the requirements that we receive regulatory approvals from
those countries in which we do business, the delay or denial of which can reduce
our revenues and adversely affect our foreign operations

We anticipate that a substantial percentage of our revenues will be derived
from operations outside of the United States. Our reliance on international
operations to obtain consents of local regulatory authorities, some of which may
significantly delay or deny permitting us to operate in those jurisdiction,
might inhibit our efforts in certain markets. For example, we will not be able
to generate revenues from our operations in Argentina until such time as the
governmental regulatory authority, the CNC, reinstates our subsidiary's license.
In early 2000, the government of Argentina announced that it was placing a
freeze on all license transfer applications from foreign-owned firms, which has
effectively delayed consideration of our application. In September 2000, the
government of Argentina revoked licenses for lower transmission frequencies,
those ranging between 2.5 and 4.0 Gigahertz or GHz, for all communication
carriers, including those of the Company's subsidiary, Infotel Argentina, S.A.
Although we have resubmitted the necessary paperwork to reinstate licenses in
Argentina, it is unclear at this point when the licenses will be reissued. A
denial of our most recent application or a significant delay in consideration of
our application could either prevent us from conducting our planned operations
in Argentina or materially adversely affect our ability to do so. Our
prospective operations in other jurisdictions are also subject to receipt of
government approval, which we cannot ensure that we will receive.

-4-
<PAGE>

Problems with telecommunications infrastructure in countries in which we do
business may substantially limit the effectiveness of our Internet services,
thereby making those services less attractive

The Internet access services we intend to conduct will require that there
be a modern telecommunications infrastructure which allows for the fast and
efficient transfer of data from the source of the data to the transmission
towers we lease. Some of the countries in which we may conduct business lack the
high speed cable or fiber optic wiring systems which may be necessary for high
speed data transmission and in many of those countries it is not economically
viable to install that infrastructure. This may limit our ability to provide
high-speed Internet services efficiently, thereby making our services in those
countries less attractive.

Because we operate internationally, our operations are subject to unexpected
political changes, changes in legal requirements and fluctuations in exchange
rates, all of which may substantially increase our operating costs or make it
difficult to do business there

In addition to these international risks, we are also subject to the
following risks in connection with our international operations that may
substantially reduce our revenues, increase our operating and capital expenses,
and otherwise materially affect our ability to conduct business:

o unexpected changes in regulatory requirements, taxes, trade laws
and tariffs, which can substantially increase the costs of doing
business in other jurisdictions;

o changes in a specific country's or region's political or economic
conditions which may make it difficult or impossible to conduct
business there;

o lack of clear rules and regulations governing the issuance of
licenses and standards for their operation; and

o fluctuating exchange rates.

By way of illustration, in order to provide our high-speed fixed wireless
internet services in Thailand we are required to obtain an internet service
provider license. Currently, the country is considering major revisions to the
kingdom's telecommunications and Internet laws that may inhibit our ability in
the future to obtain or maintain an Internet service provider license. Although
we intend to pursue such a license, there can be no assurance that we will
obtain the desired license or that the license will not be subsequently revoked
due to further changes in the regulatory requirements. We cannot assure you that
we will be able to conduct our operations profitably in these jurisdictions in
view of these risks and cannot quantify the impact which these risks may have on
our operations.

We are inexperienced in operating a business internationally, which could cause
us to fail to develop our international operations successfully

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. There is a risk that we will not be able to expand due to this
inexperience. If we are unable to grow our international operations successfully
and in a timely manner, our business and operating results could be seriously
harmed. This could be reflected in a loss in your investment.

If we do not develop system features in response to customer requirements,
customers may not wish to use our services, which would seriously harm our
business

The broadband wireless access industry is rapidly evolving and is subject
to technological change and innovation. These changes are requiring that
providers of broadband services adopt new technologies quickly or modify
existing technologies to maintain service and market products. Compliance with
these changes may cause us to incur unexpected expenses or lose revenues. If we
are unable to comply with diverse new or varying

-5-
<PAGE>

governmental regulations or industry standards in each of the many worldwide
markets in which we compete, we may not be able to respond to customers in a
timely manner or market our products, which could seriously harm our business.

We are dependent on the services of key individuals and the loss of any of these
individuals could significantly effect 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 of Licensing and
Systems Expansion. We do not currently have key man insurance for any of these
officers. Any loss of the services of these members of our senior management
personnel could seriously harm our business.

We may be unable to protect our intellectual property rights

Our success depends in part on our ability to protect our proprietary
technologies. We rely on a combination of patent, copyright and trademark laws,
trade secrets and confidentiality and other contractual provisions to establish
and protect our proprietary rights. We have received one patent from the United
States Patent and Trademark Office pertaining to the distributed wireless call
processing system and may file for additional patents in the future. However,
our patents may not be of sufficient scope or strength, others may independently
develop similar technologies or products, duplicate any of our products or
design around our patents, and the patents may not provide us competitive
advantages. Litigation, which could result in substantial costs and diversion of
effort by us, may also be necessary to enforce any patents issued or licensed to
us or to determine the scope and validity of third-party proprietary rights. Any
such litigation, regardless of outcome, could be expensive and time consuming,
and adverse determinations in any such litigation could seriously harm our
business.

We have not yet sought patent protection for the distributed wireless call
processing system in any country other than the United States, nor have we
sought to register our trademarks in those countries in which we currently do or
intend to do business. The laws of other countries vary with respect to
intellectual property protection, and some jurisdictions may provide
substantially less protection than those of the United States. As a consequence,
our ability to protect our intellectual property and prevent competitors from
using our intellectual property may be much more limited.

We may not be able to obtain shareholder approval to increase the number of
authorized shares of common stock thereby making it difficult to distribute
additional shares to future purchasers

As of November 30, 2000, we had 88,332,644 shares of common stock
outstanding and have reserved for issuance an additional 9,324,917 shares. We
have 100,000,000 shares currently authorized for issuance. We plan to have a
shareholder's meeting in order to authorize more stock, however, we can make no
assurances that the shareholder's will approve such action. We intend to explore
other alternatives in an effort to increase the number of authorized shares, but
at this point it is unclear whether additional shares will exist in the near
future. We are required to receive shareholder approval to increase our common
stock reserve by March 1, 2001 under a recent amendment to the securities
purchase agreement signed with the selling shareholders herein.

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 discussed 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. You

-6-
<PAGE>

should not place undue reliance on these forward-looking statements, which apply
only as of the date of this prospectus.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock and
do not intend to pay dividends on our common stock in the foreseeable future. We
intend to invest our future earnings, if any, to fund our growth.

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of our common
stock pursuant to this offering. If all of the warrants for which shares of
common stock issuable were exercised for cash, we would receive total proceeds
of approximately $11,844,000. But these warrants may be exercised in exchange
for shares of our common stock in which case we will receive no cash proceeds
from the exercise. We will use these proceeds, if any, for general working
capital. The amounts we actually expend for such working capital may vary
significantly and will depend on a number of factors including, but not limited
to, the actual net proceeds received, the amount of our future revenues and
other factors described under "Risk Factors." Accordingly, our management will
retain broad discretion in the allocation of net proceeds of this offering.

-7-
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following should be read in conjunction with the "Risk Factors" and the
"Financial Statements" and the Notes thereto.

Liquidity and Capital Resources

We did not generate any revenues by providing wireless internet services
during fiscal 1999 and we generated only approximately $550,000 in 2000, none of
which was from internet related sources. We did not have enough subscribers in
either period to generate revenues sufficient to cover our operating expenses
which totaled $2,383,330 and $8,565,1982, respectively, in fiscal 1999 and 2000.
Our operating expenses included service costs, programming and license fees,
general and administrative expenses, and certain acquisition expenses resulting
from acquiring spectrum. Our expenses increased substantially in 2000 over those
in 1999 as we substantially increased the scope of our business operations
during that period.

As of September 30th, 2000 our total working capital was $2,460,669. During
1999 and 2000, 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. Because we have not received sufficient
revenues from operations and do not anticipate receiving sufficient revenues for
the next 12 months from operations, we will need to obtain substantial funding
from external sources over the next twelve months to finance our current
operations.

In the two years since we began operations, we have generated virtually no
revenues and have incurred substantial expenditures. We expect to continue to
experience losses from operations while we develop and expand our wireless
Internet service system and other technologies. In view of this fact, our
auditors have stated in their report for the period ended September 30, 2000
that our ability to meet our future financing requirements, and the success of
our future operations, cannot be determined at this time.

In order to finance our working capital requirements, we are currently
negotiating equity investments with several sophisticated investors, but there
can be no assurance that we will obtain this capital or that it will be obtained
on terms favorable to us. If we do not obtain short term financing we may not be
able to continue as a viable concern. 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. If 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.

During the fiscal years ended September 30, 2000 and 1999, we received
equity investment of $7,392,699 and $2,614,074, respectively. This investment
was in the form of issuance of our common stock and /or debentures in various
private placements. We have obtained financing primarily from the following
sources, and believe that our primary source of financing during the next 12
months will come from similar sources.

In October 1999, we received financing of $740,000 from Credit Bancorp, a
Netherlands Antilles company, in the form of a convertible subordinated
debenture. Under the terms of the debenture, we are to pay Credit Bancorp
interest at a rate of 7% per annum over a period of three years. Principal and
accrued interest is convertible into common stock at the option of Credit
Bancorp. Credit Bancorp has notified us that it wants to convert the debentures
into common stock. As of December 11, 2000, we have not issued the securities.

On April 14, 2000, we entered into a Securities Purchase Agreement with six
investors, for the purchase of investment units, consisting of common stock,
common stock purchase warrants, 4% subordinated debentures and preferred stock,
all which are described below. Pursuant to the Securities Purchase Agreement,
these investors purchased 760,000 shares of common stock, warrants to purchase
3,600,000 shares of common stock and subordinated debentures with a principal
amount of $3,280,000 for a total price of $4,800,000.

-8-
<PAGE>

On October 4, 2000, we agreed with the related investors to modify certain
terms of the earlier funding agreement. Under the new terms of this agreement,
the investors agreed to extend the time in which we would need to meet the $13.5
million in revenue benchmark until March 31, 2001. We are required to report to
the investors by May 14, 2001 whether we have met that goal. If we have received
the required revenue by that time, the floor price will remain on the debentures
until September 30, 2001 otherwise the floor will be removed on all outstanding
debentures as of May 14, 2001.

On November 15, 2000, the investors agreed to modify the transaction
documents in accordance with our request and agreed to waive any breach of the
original Securities Purchase Agreement by us which occurred prior to the Second
Amendment Closing Date. In consideration for these concessions, we agreed to
increase the principal amount of the debentures held by the investors to
$6,720,000 and to issue 3,996,113 additional restricted shares of common stock
to the investors. The investors have returned to the company 760,000 previously
issued shares of common stock in exchange for the issuance of new debenture
certificates reflecting the increase in the principal amount. The Second
Amendment requires that the Registration Statement be filed by December 15, 2000
and must be made effective by May 15, 2001. As part of the amended agreement,
the investors waived any previous breach by us of the Registration Rights
Agreement or of the original Securities Purchase Agreement. We also agreed to
hold a shareholder's meeting no later than March 1, 2001 to increase our common
stock reserve.

Plan of Operations

We are considering alternatives to our present business strategy, which
include, but are not limited to modifications of our business plan and the
possible sale or licensing of certain assets. Specific components of the
modified new business plan could include a significant reduction in our selling,
general and administrative expenses, additional equity investment, a
recapitalization and additions to the current management of the company. We
cannot provide assurance that implementing the modified business plan, even with
the successful execution of all the components of the new plan, will lead the
company to profitability.

Due to the substantial operating losses we incurred during the fiscal year
ended September 30, 2000 and the current projected future operating losses, we
will require new sources of funding in the form of equity or debt financing.
However, there is no certainty that additional financing of any kind will be
forthcoming in amounts sufficient to allow the company to continue to operate
its business.

As of December 11, 2000, we were current on our normal operating payables
except for one trade payable where we currently owe approximately $2,000,000.

During the next 12 months we intend to initiate and expand licensed
operations in Ukiah, California, South Bend, Indiana, Grand Rapids, Michigan,
Vail and Aspen, Colorado, Key West, Florida and Pierre, South Dakota.
Internationally, we intend to focus primarily in Peru, India, Thailand and
Argentina assuming that our license is restored. We anticipate that our
expansion will involve the purchase of significant equipment in these markets
and estimate that the expenditure will be approximately $15,000,000 to
$25,000,000. We currently have 9 full-time employees at our headquarters office
as well as numerous additional employees in the offices of our subsidiaries. We
anticipate hiring more employees as we enter new markets. Based on our current
plans, we anticipate that the number of our employees will at least double
during the next 12 months.

-9-
<PAGE>

BUSINESS

Introduction

In February of 1997, Worldwide Wireless, Inc., a Nevada corporation, was
formed to coordinate the operations of TSI Technologies, Inc., a Nevada
corporation, and National Micro Vision Systems, Inc., a Nevada corporation. Its
purpose was to complete the development of its patented advanced distributed
wireless telephone and network designs and to finance, manufacture, and market
these units and systems. TSI Technologies, Inc. was the research and development
company formed for the purpose of creating and developing the distributed
wireless call processing system. National Micro Vision Systems, Inc. was formed
to operate a network of wireless Internet sites. In April of 1998, World Wide
Wireless, Inc., TSI Technologies and National Micro Vision Systems, Inc.
acquired Upland Properties, Inc., a Nevada corporation, for stock and
transferred their assets to Upland Properties, Inc. Upland Properties then
changed its name to World Wide Wireless Communications, Inc. and began trading
on the OTCBB under the symbol WLGS. World Wide Wireless, Inc. remains a
significant shareholder in our company, but does not play a role in our current
operations. National Micro Vision Systems, Inc. is now completely separate from
and unrelated to us.

We have purchased, leased or otherwise have acquired an interest in a
substantial number of high-speed wireless Internet frequencies in the United
States, Peru, and Thailand either ourselves or through our subsidiaries. We have
also applied for reinstatement of our subsidiaries license in Argentina. We plan
to purchase or lease additional wireless Internet frequencies in the United
States and abroad.

In addition to acquiring and developing wireless Internet frequencies, we
have received a patent on a new generation of wireless cellular telephone
technology that we have named the distributed wireless call processing system.
We believe that this technology may significantly enhance wireless
communications in the future by dramatically increasing cellular telephone
network capacity.

The Industry

Use of the Internet and private communications networks has expanded and
continues to expand rapidly. International Data Corporation estimates that there
were 142 million Internet subscribers at the end of 1998, and projects that this
number will grow to over 500 million subscribers by 2003. Businesses
increasingly depend upon data networks, not only for communication within the
office, but also to exchange information among corporate sites, remote
locations, telecommuting employees, business partners, suppliers and customers.
Consumers are also accessing the Internet to communicate, collect and publish
information and conduct retail purchases.

The growth in data traffic is resulting in an increase in the demand for
high-speed access. To accelerate the speed at which data can be transmitted,
service carriers are increasingly relying on broadband, which allows the
transmission of multiple data channels through a single medium. One broadband
medium consists of wireless frequencies which have large bandwidth, or an
ability to transmit large amounts of data in a short period of time.

The FCC has taken steps to increase the availability of frequencies and
bandwidth that may be used by wireless carriers in the United States for such
data transmission. In addition, an FCC ruling in September 1998 allowed license
holders of various frequencies within the band of 2.15 to 2.68 Gigahertz, or
GHz, to offer two-way broadband wireless data services. Previously, these
frequencies had been restricted to one-way video transmissions which limited
their effectiveness for data transmission. The FCC has also increased the
availability of various higher frequencies within the bands of 24 to 40 GHz.
Internationally, these frequencies vary slightly, with the lower frequency
services being between 2.5 to 5.0 GHz and the higher frequency-type services
being offered on frequencies similar to the higher frequencies used in the
United States.

The FCC has also adopted orders to allocate additional spectrum through
auctions during 2000 which can be used by high-speed data transmission service
providers. Opportunities in broadband wireless access are increasing globally as
Europe, Latin America, Asia Pacific and Canada join the United States in
promoting

-10-
<PAGE>

competition in the local communications services market by allocating
frequencies and bandwidth and issuing transmission licenses. In this regard, at
least 26 countries have allocated broadband wireless frequency bands for use or
trials in the last mile, according to Global Telephony.

Deregulation has been a significant catalyst for increased competition in
the long-haul segment of the market and massive spending on network
infrastructure, as incumbent and emerging carriers have sought to address the
growing demand for bandwidth. In the local access segment of the market,
deregulation has also been a significant catalyst for the growing interest in
providing broadband access directly to subscribers. Data services that
historically were offered only by a single provider for a region now may be
offered by a number of competing service providers. This increased competition
has given local service providers compelling incentives to improve data
transmission rates in order to offer additional value-added services to
subscribers. However, bandwidth limitations of the existing infrastructure for
the connection to the subscriber have constrained service providers from
exploiting these opportunities. Links to subscribers typically consist of copper
wires that operate at substantially lower transmission speeds than those offered
in the long-haul segment of a network, or by some available broadband
alternatives. These copper wires were originally intended to carry only analog
circuit-switched, voice signals. As a result, the connection to the subscriber
has become a bottleneck that limits high-speed data transmission.

Alternative technologies for broadband access include:

o Digital subscriber line, or DSL, technology improves the data
transmission rates of a telephone company's existing copper wire
network;

o Cable modems, which are designed to provide broadband Internet
access and are targeted primarily at the residential market;

o Fiber-Based Solutions and high-capacity leased lines, which offer
the highest data transmission rate of any of the alternative
technologies for broadband access;

o Point-to-point wireless technology enables data transmission
using a dedicated radio link between two locations; and

o Broadband point-to-multipoint wireless networks, which consist of
a wireless hub that communicates over radio frequencies to
transmit and receive network traffic to and from wireless modems
installed at multiple subscriber locations.

Both incumbent and emerging service providers are emphasizing broadband
wireless technologies for Internet access. Established carriers are expected to
use broadband wireless technology to reach new customers to whom they previously
could not provide access, fill coverage gaps in their existing networks and
deploy value-added services in a cost-effective manner. For example,
International Data Corporation reports that in 1999, Sprint and MCI WorldCom
spent over $1.5 billion to purchase companies holding licenses in these lower
frequencies within the 2.15 to 2.68 GHz range. Emerging carriers may use this
technology to bypass existing wire-based infrastructure and to compete with
incumbent carriers. In addition, this technology may be used to deploy broadband
services in regions where there is no wire-based communications infrastructure.
Estimates of the revenue which lower frequency licenses will generate vary
substantially, but International Data Corporation estimates that revenue
generated by basic services delivered via fixed, non-satellite based wireless
technologies will grow from $767 million last year to $7.4 billion in 2003.

Lower and Higher Frequency Wireless Transmission Systems

We have chosen to focus on acquiring licenses to transmit within the lower
frequency ranges approved by the FCC and used internationally, which are
generally between 2.15 and 2.68 GHz. Although the higher frequencies are large
enough to transmit large amounts of data at once, the higher frequencies have
severe limitations including high costs of build out, very short range of less
than 5 kilometers and severe problems with

-11-
<PAGE>

interference from weather and atmospheric conditions. Even though they have
these limitations, higher frequency transmissions would appear to have major
potential in wireless local loops, internal wireless networks and intranets.

The lower frequencies approved by the FCC have less bandwidth than those in
the higher frequencies. Nonetheless, we believe that the lower frequencies have
more than enough bandwidth for the great majority of potential business and
residential users. In the United States, which allows 10 watts of power in
transmitting data, the range of the lower frequencies is at least 50 kilometers
and transmissions within these frequencies are much less affected by atmospheric
and meteorological phenomena. It is also much less expensive to install and
operate lower frequency transmission services than at higher frequencies, in
part because the greater range of the lower frequencies require the installation
of fewer transmitters.

Both high and low frequency transmissions are transmitted over a limited
number of licensed frequencies that protect data 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
these frequencies acquire them 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 higher frequencies as a means of
transmissions for Internet access, and because we believe that the more viable
market for wireless high-speed services is in the small to medium-size business
and residential market, we have decided to concentrate exclusively on the lower
frequencies for our Internet access service. In that context, we have been
actively engaged in the acquisition of wireless Internet frequencies in the
United States and especially abroad.

One major technical problem with wireless transmissions within the lower
FCC-approved frequencies has traditionally been that a clear line of sight was
necessary between the transmission and the receiver. This limitation allowed
these frequencies to be used only in areas with even terrain and no
obstructions, insofar as buildings and hills would often disrupt transmissions.
Although these problems persist with the lower frequencies, there have been
recent developments which have shown a potential for reducing these problems.
Cisco Systems, Inc. has recently announced the development of Vector Orthogonal
Frequency Division Multiplexing, which purportedly has the ability to reassemble
multi-path signals at the receiving point so that they appear to arrive in a
single stream from one location, even if obstacles are in the path of the
original signal. (Communications Daily, MMDS Industry Gears Up on Standards
Issues, Spectrum Planning, April 3, 2000). This would have the effect of
significantly reducing the line of sight problem and, we believe, will enhance
lower frequency transmissions as a medium for Internet access.

A part of the spectrum which the lower frequencies occupy consist of
frequencies referred to as Instructional Television Fixed Service. These
frequencies are reserved by federal law to television broadcasting by religious,
educational or other nonprofit groups. An increasing number of providers of data
transmission are leasing transmission rights of the holders of Instructional
Television Fixed Service licenses. As we discuss below, we have leased a number
of these frequencies from a nonprofit organization.

International Broadband Use

We believe that international markets offer enormous potential for growth.
Although use of the Internet has grown substantially internationally, we believe
that the combination of obsolete equipment and newly privatized systems in many
countries provide us with great opportunity. The technology we employ allows
countries such as Thailand and Peru to establish an up-to-date, high-speed,
broadband wireless Internet system equal to any of the most developed nations
with very little infrastructural costs. We believe 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 wireless frequencies.

We believe that our approach to providing 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.

-12-
<PAGE>

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 wireless services. It is our belief that the bandwidth 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
service.

Our strategy

Our activities are currently divided into three categories:

o Acquisition of Wireless Internet Frequencies - Spectrum;
-------------------------------------------------------
o Development of Wireless Frequencies - Build Out; and
----------------------------------------------------
o Development and Licensing of Distributed Wireless Call Processing
-----------------------------------------------------------------
System.
------

Acquisition of Wireless Internet Frequencies - Spectrum
-------------------------------------------------------

We have determined that our primary target for acquisition of wireless
frequencies will be in the frequency range within the United States of 2.5GHz to
3.0GHz and in similar frequency ranges up to around 5.0GHz internationally. With
these frequency ranges we believe that we 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 ourselves to provide
enhanced connectivity to the largest number of people, we believe that we will
play a significant role in the expansion of this remarkable technological
development in both the short and long term.

Prior to 1999, we controlled licenses in only three locations - the East
Bay region of San Francisco, California, northern San Diego County, California,
and South Bend, Indiana. Since the beginning of 1999, we have acquired rights -
either through long-term leases with options to purchase or outright purchases -
to additional spectrum both in the United States and elsewhere. As of the date
of this offering, we lease, own or possess reversionary rights to licensed
frequencies in the following additional locations:

Location State/Country
Hot Springs Arkansas
Aspen Colorado
Vail Colorado
Hilo Hawaii
Grand Rapids Michigan
Key West Florida
Ukiah California
La Grande Oregon
Casper Wyoming
Buenos Aires* Argentina, South America
Bangkok Thailand. Asia
Hat Yai Thailand, Asia
Khon Kaen Thailand, Asia
Nakhon Ratchasima Thailand, Asia
Phuket Thailand, Asia
Chiang Mai Thailand, Asia
Lima/ Callao Peru, South America

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

* At this point the license in Buenos Aires, Argentina has been revoked.
Although the government in Argentina has informed us it will reissue the
licenses we cannot provide assurance that this will occur.

-13-
<PAGE>

The licenses in the United States listed in the above table are currently
leased from Shekinah Networks. Pursuant to an Option Agreement with Shekinah
Networks, we paid $500,000 to lease eight Instructional Television Fixed Service
channels for our high-speed wireless Internet connections, as authorized by the
FCC. This agreement also provides us an exclusive option to lease excess
capacity on Shekinah's remaining thirty-two channels, as they become available.
The monthly minimum transmission fee to be paid to Shekinah for each license or
application leased, will be 5% of the gross system receipts or $500, whichever
is greater. Each lease has a term of five years, which may be renewed at our
election for an additional five-year term if the FCC renews the license.

All of the United States licenses described above allow us to broadcast
over frequencies using one-way transmissions only. With the exception of certain
limited provisional licenses granted in various parts of the country, the FCC
has not yet granted long-term two-way transmission licenses for the lower
frequencies. We have submitted six applications for two way transmissions on our
existing licenses to the FCC in the following markets: Aspen, Grand Rapids, Key
West, Pierre, Ukiah and Vail. Each of those applications is currently pending.

Development of Wireless Frequencies - Build Out
-----------------------------------------------

As spectrum is acquired, we plan to provide high-speed Internet services,
including telephony and videoconferencing services. We plan to join with local
partners and other entities in the industry to form strategic alliances in
connection with the use and implementation of high-speed wireless services. We
may also provide services directly to users of Internet services. As of the date
of this prospectus, and except as described below, we have not yet entered into
any strategic alliances.

We selected Andrew Corporation as our exclusive systems integrator
worldwide. We anticipate that this association with Andrew Corporation will
assist us in our effort to deploy our high speed wireless data systems
throughout the world. Most recently, Andrew Corporation has provided significant
assistance with our system build out in Lima/ Callao, Peru.

We are currently operating a single system off of Mt. Diablo in Concord,
California, an area some thirty miles east of San Francisco. The license at Mt.
Diablo is one of only two one-channel licenses that we control, 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 Mt. Diablo operations is only available in downlink mode, we
have 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
FCC has not yet approved permit applications for two-way transmissions within
these frequencies and because of the specific demographics within the potential
Mt. Diablo transmission area, we decided to commence the limited-type of service
close to our headquarters in Oakland. We intend to use this one-way wireless
system in only one additional location - San Diego, California. The Concord and
San Diego operations will use high-speed wireless transmissions to download
information from the internet and similar data sources, but will use telephone
lines, either normal or high-speed, for the uplink. While this one-way service
will provide users with enhanced Internet connections, it will not offer
full-time, always on, high-speed two way wireless service that our other
locations will provide.

In December 1999, we entered into an amended lease agreement regarding a
lease for the license covering Concord, California and the surrounding area. We
have recently received a Notice of Default from the lessor. The Notice of
Default is based on a requirement in the Amendment that the balance of the
purchase price for the assignment of the license be paid by December 1, 2000.
Our management has been advised by counsel, that payment of the balance of the
purchase price prior to the FCC's consent to the assignment of the license may
constitute a premature assignment in violation of the FCC's rules. The
assignment application has not been filed with the FCC for the FCC to make a
definitive ruling on this issue. At this point, no formal legal action has been
taken by the Lessor.

We intend to build-out domestic systems in various areas including the
small town of Ukiah, California, some ninety miles north of San Francisco. In
addition to Ukiah, we plan to commence domestic build-out programs in northern
San Diego County, South Bend, Indiana, Grand Rapids, Michigan, Vail and Aspen,
Colorado, Key West, Florida, Pierre, South Dakota and Casper, Wyoming. We
recently entered into an agreement with Shekinah Network to lease their excess
airtime capacity in Hot Springs, Arkansas and Hilo, Hawaii.

-14-
<PAGE>

We signed an agreement to acquire 51 % of Infotel Argentina, S.A. on
December 1, 1999. We intend to commence operations in Buenos Aires, Argentina as
soon as we obtain the necessary licenses. Preparations have commenced to secure
the necessary backbone connections and transmitter locations in the Greater
Buenos Aires metropolitan area, which contains more than 16 million people. Our
ability to begin transmission over the frequencies is subject to approval of the
Comision Nacional de Communicaciones, or CNC, the governmental agency primarily
responsible for regulating telecommunications in Argentina. The Argentine
government recently announced that it was revoking all license transfer requests
and transfers of shares in entities holding these licenses. As a result our
license transfer requests were revoked. The Argentine government has set forth
criteria for the return of the licenses and we have submitted the necessary
documentation. We expect that the CNC will ultimately approve our applications
and allow for us to commence offering our wireless services. However, we have
been informed that the government might not reissue the same lower frequency
licenses for those cities outside Buenos Aires, but will instead issue a new
series of licenses on a different frequency. We cannot provide assurance that a
license from the Argentine government will be forthcoming.

We acquired all of the shares of Digital Way, S.A., a Peruvian
telecommunications company earlier this year. Digital Way presently owns a
wireless transmission license in Lima/Callao and is in the process of attempting
to secure additional licenses in that area as well as licenses for five
different cities in Peru. We have received necessary governmental consent in
Peru for the transfer of the control of Digital Way's licenses.

Digital Way, S.A. recently launched its two way, high speed, broadband
wireless internet operations in metropolitan Lima/ Callao Peru. This effort has
generated interest from business customers in the region. This service is to be
marketed under the name "Speedway" and is intended to provide high quality
service to currently underserved sectors of the Peruvian market.

We intend to increase our services in Thailand. Earlier this year, we
entered into a joint venture with World T.V. Communication Co. Ltd, a Thai
corporation, to provide high speed, wireless, broadband internet and related
services in Bangkok and other major areas in Thailand. World T.V. Communication
Co. currently owns frequencies in Bangkok and throughout "up-country" Thailand.

In August 2000, we entered into a Letter of Intent with E-Z Net Company,
Limited of Bangkok, Thailand. Under the agreement, E-Z Net will provide us with
unlimited, nonexclusive internet service provider services. E-Z Net is one of a
small number of companies licensed by the Thai government to provide such
services. An internet service provider license is necessary in order to provide
our high-speed fixed wireless internet services in Thailand. We believe
execution of a final agreement with E-Z Net should expedite commencement of
services in Thailand. Regulations surrounding internet service providers are
currently in a state of flux within the country and might effect the speed
with which operations commence in Thailand.

We intend to commence a build out of our high speed broadband fixed
wireless data service system in India. We have entered into an agreement with a
group of Indian businessmen to establish such a system. Under the agreement, a
new entity World Wide Wireless Communications (India) Ltd. was formed. World
Wide Wireless Communications (India) has received internet service provider
licenses in five cities in India. The success of this venture depends on
obtaining a nationwide internet service provider license and an appropriate
frequency license from the Indian government. We applied for the licenses and we
are awaiting their approval by the government.

We entered into a letter of intent with El Salvador Telecomuniciones S.A.
de C.V. for the purpose of acquiring a 25% ownership interest in that company in
El Salvador. Pursuant to the terms of the letter of intent, we have paid
$1,000,000 to that company as an advance payment of the purchase price, which
was to total $3,500,000. The purchase was conditioned upon that company's
acquisition of certain licenses and the occurrence of certain other conditions
which have not been met. As a result, we sought the return of the $1,000,000.
Accordingly, we entered into an agreement with the company to rescind the
previous contract. To date the company has returned $500,000 and has agreed to
return the remaining $500,000 by January 1, 2001. The remaining $500,000 owed is
secured by a guarantee from Lafise Bank Limited.

-15-
<PAGE>

We previously applied for licenses in the 3.5 GHz range in Germany and the
Czech Republic. We are still evaluating our options in Germany. We did not
receive licenses in the Czech Republic, but we are currently negotiating with an
individual who holds licenses in that country. In addition, we are exploring
additional markets in Europe - including much of Eastern Europe - for expansion
of our services.

We expect that, in the case of any future acquisition of licensed
frequencies, we will operate the systems alone, do so in joint ventures with
local entities, or transfer the licenses to third parties for significant
consideration.

Although we initiated negotiations with businesses in Puerto Rico and
Portugal in 1999, no further negotiations or affiliations are currently pending
in those countries.

Development and Licensing of Distributed Wireless Call Processing System
------------------------------------------------------------------------

We are completing the development of our distributed wireless call
processing system. The major feature of this system is that it allows individual
cell phones and other communication units to amplify signals, thereby reducing
the need for repeater stations. The system allows every handset itself to serve
as a mobile, low-power repeater site, and each unit facilitates the operation of
the entire local network within a radius of 10-20 miles. A whole continent
populated with these units would theoretically have no need for infrastructure
support of any kind. In practice, we or parties to whom we license the system
will build widely scattered gateway sites that will serve to introduce local
signals into long lines, international and satellite service providers and
introduce data signals into destination networks while providing a medium for
our generation of an ongoing revenue stream.

We expect that there will be a dramatic increase in total network capacity
and in individual and traffic-form capacities resulting from the use of the
distributed wireless call processing system. This transmission technique,
implemented in the chipsets 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 large group 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 power needed for this system has the further potential
to allow this new technology to be overlaid on existing wireless cellular
installations without interfering with existing signals in the same 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, we believe that we will be able
to concentrate on our core business while retaining the potential for a
significant revenue stream.

Investors should be aware that this system is largely untested and is not
widely used, and we cannot ensure that an increase in usage will actually
result. We are currently having feasibility studies conducted on the distributed
wireless call processing system to evaluate its capabilities and market
potential. A recent test, conducted by the University of California, Los
Angeles, concluded that the distributed wireless call processing system remains
a viable adjunct or alternative to current mobile telephony technology. This
review concluded that the new system may reduce the amount of blackout areas in
a coverage zone, may serve a larger number of

-16-
<PAGE>

users in a coverage area, and may improve the quality of service by increasing
signal-to noise ratio and improving speech quality.

Acquisitions

On December 1, 1999, we signed an agreement to acquire 51% of Infotel
Argentina, S.A., the owner of wireless transmission licenses in eight of the
largest cities in Argentina, including Buenos Aires. Under the agreement, we
will appoint the majority of Infotel's directors and will be in charge of its
management. The purchase price for Infotel Argentina S.A. consisted of $900,000
in cash and 454,545 shares of common stock. The Agreement allows us to rescind
the purchase in the event that the CNC does not approve the sale of Infotel
Argentina S.A. to us and receive repayment of the purchase price.

On February 10, 2000, we signed an agreement to purchase Digital Way, S.A.,
a Peruvian telecommunications company. Digital Way currently owns licenses for
spectrum in the 2.3 to 2.5 GHz range, has national and international
long-distance concessions as well as value added licenses for services in Peru.
We sought and received approval for this acquisition from the Peruvian
government.

In March 2000, we signed an agreement to acquire 25% of El Salvador
Telecom, S.A. de C.V. ("SalTel") a telecommunications company in El Salvador.
Pursuant to the terms of the letter of intent, we paid $1,000,000 to that
company as an advance payment of the purchase price. The agreement provided that
the purchase was conditioned upon the company's acquisition of certain licenses
and the occurrence of certain other conditions which have not been met. As a
result we sought the return of the $1,000,000 payment. To date the company has
returned $500,000 and has agreed to return the remaining $500,000 by January 1,
2001. The remaining $500,000 owed is secured by a guarantee from Lafise Bank
Limited.

Business Locations

Our business headquarters is located at 520 Third Street, Oakland,
California, 94607. We also have offices located in Concord, California, Buenos
Aires, Argentina and Lima/Callao, Peru. Our office space at One Post Street, San
Francisco, was leased on a month-to-month basis. We vacated these offices on
August 31, 1999. The actual rent paid, for the fiscal year ended September 30,
1999, was $22,341.

In April 1999, we 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 us for leasehold improvements for which we pay. We began to occupy 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.

We also entered into a lease for office space to operate our network
operation center at 2962 Treat Boulevard, Suite C, in Concord, California 94518.
The triple net rental agreement is for $1,890 per month. 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 us for leasehold improvements we
make. We commenced occupation of this 1680 square foot space on May 1, 1997. The
lease expired on April 30, 2000. We are now occupying the premises on a
month-to-month basis.

We have lease space by virtue of our acquisition of Infotel Argentina, S.A.
The lease is for approximately 1,500 square feet and is leased on a
month-to-month basis. The monthly rent is approximately $2,000 per month. The
lease started on January 1, 1999 and expires on December 31, 2003.

We have leased space in Peru by virtue of our acquisition of Digital Way,
S.A. The lease is for three office spaces within the same building approximately
4,350, 57.53 and 40.99 square feet respectively and is due to expire May 1,
2010. The monthly rent is approximately $4,444.06 per month with a nominal
annual increase.

-17-
<PAGE>

Regulation

We intend to offer our services exclusively over licensed frequencies in
each of the countries in which we operate. In the United States, our frequencies
are licensed by the Federal Communications Commission, in Argentina, by the
Comision Nacional de Comunicaciones, in Peru by the Telecommunications
Concessions Department of the Ministry of Transport, Communciations, Housing and
Construction. We are either applying directly for licenses in some countries or
applying jointly with local partners in others. Some countries require, for
example, domestic control of any entity licensed to use radio frequency within
their territory.

Within the United States, we operate under licenses issued by the FCC.
These licenses are issued in the 2.5 GHz frequency range and can be revoked if
the licensee or its assignee is in violation of any of the operation provisions
under the license. The licenses are issued in the United States for a fixed time
period and can be renewed. Yearly reports are required to be filed with the FCC
to establish that the licensee or its assignee is complying with the
requirements of the license.

Outside the United States, rules and regulations are quite varied. In
Argentina, the proposed frequencies for licenses are between 2.4 GHz and 2.6 GHz
and are granted by the CNC. Licenses are granted for periods of 10 years, but
may be extended for lengthier periods at the discretion of the CNC. In Peru,
frequencies for licenses are also between 2.4 GHz and 2.6 GHz and are granted
for periods of 20 years. As in the United States, licenses may be revoked if the
licensee violates any of the license provisions. There are significant
differences in the clarity of regulations as well as in the consistency of their
enforcement by the regulatory authorities abroad, and changes in governments may
result in substantial changes in the enforcement of regulations. For example, in
September 2000, the government of Argentina revoked licenses for lower
transmission frequencies, those ranging between 2.5 and 4.0 Gigahertz or GHz for
all communication carriers, including those of the Company's subsidiary, Infotel
Argentina, S.A. Although we have resubmitted the necessary paperwork to obtain
licenses in Argentina, it is unclear at this point whether the government will
decide whether to reissue the licenses. A denial of our most recent application
or a significant delay in consideration of our application could either prevent
us from conducting our planned operations in Argentina or materially adversely
affect our ability to do so.

In addition to these laws, our business operations also make us subject to
laws pertaining to transmitters of information over the Internet. The law
relating to liability of Internet service providers and online service providers
for information carried on or disseminated through their networks is currently
unsettled. A number of lawsuits have sought to impose liability for defamatory
speech and indecent materials. A recent federal statute seeks to impose
liability, in some circumstances, for transmission of obscene or indecent
materials. In one case, a court has held that an online service provider could
be found liable for defamatory matter provided through its service, on the
ground that the service provider exercised active editorial control over
postings to its service. Other courts have held that Internet service providers
and online service providers may, under certain circumstances, be subject to
damages for copying or distributing copyrighted materials. The
Telecommunications Act of 1996 prohibits, and imposes criminal penalties and
civil liability for using, an interactive computer service for transmitting
indecent or obscene communications. Although we intend to conduct our operations
in a manner which reduces the risk of liability under these laws, we cannot
assure you that we will avoid liability entirely under these laws.

Patents/Intellectual Property

We recently received a patent from the United States Patent and Trademark
Office for our distributed wireless call processing system, which has been
issued patent number 6,055,429. We do not have other patents pending pertaining
to other technologies.

We currently use the service mark "World Wide Wireless Communications",
however, this particular name is currently not protected by any trademark or
copyright protection. We have applied to register the service mark consisting of
both the name itself and a design logo with the United States Patent and
Trademark Office.

-18-
<PAGE>

We are currently considering changing our corporate name from World Wide
Wireless Communications, Inc. to another name.

Litigation

On August 26, 1999, we 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. The case was settled on October 11, 1999. As part of the
settlement agreement, Credit Bancorp agreed to convert the original loans
granted to us to a convertible debenture in the amount of $740,000. On October
11, 1999, we 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 our common stock. Credit Bancorp's receiver
has agreed to convert principal and accrued interest owing on the debenture into
482,734 shares of our common stock.

In November 1999, the SEC filed suit against Credit Bancorp alleging
violations of various securities laws in connection with its actions in relation
to us and others, and seeking various forms of relief including disgorgement of
its illegal gains. A receiver has been appointed to administer the affairs of
Credit Bancorp. At this time, management believes that if the suit is
successful, certain benefits may accrue to us, including monetary remuneration.

The Securities and Exchange Commission commenced an informal inquiry of us
in August, 2000. We have voluntarily complied with their requests for
information and we intend to fully cooperate with the inquiry.

-19-
<PAGE>

MANAGEMENT

Our executive officers and directors and their ages as of December 15 ,
2000 are as follows:

Name Age Position Period of Service
---- --- -------- -----------------
Douglas P. Haffer.... 52 Chairman of the April 1998 to present
Board, CEO and CFO
Wayne Caldwell....... 49 Director, Vice Vice President: November 1,
President and 1999 to present
Secretary Secretary: December 1, 1999 to
present
Director: January 1, 2000 to
present
Dana Miller.......... 39 Vice president May 1998 to present
Ramsey Sweis......... 35 Director May 1998 to present
Robert Klein......... 52 Director May 1998 to present
Mohammad Ali Guidfar. 40 Director August 2000 to present

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 concentrated 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. 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, and
was elected to Phi Beta Kappa. He then attended the Harvard Law School from
which he graduated in 1972 with a Juris Doctor degree. Mr. Haffer lived in Latin
America for seven years and reads, writes and speaks Spanish fluently. He 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.

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 Acquisitions for National
Micro-Vision Systems, Inc. from 1995 to 1996. 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.
From 1996 to 1998 Mr. Miller was a self-employed telecommunications consultant.
He 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 us and a second national wireless firm,
freeing us up to implement high-speed wireless Internet operations in the San
Francisco metropolitan area.

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. He currently serves as a Program Manager for
Hanke Training & Design of Clawson Michigan. From 1997 to 1999 Mr. Sweis served
as a designer for Computer and Engineering Services of Rochester Hills,
Michigan. From 1991 to 1997, Mr. Sweis was a design leader for Megatech
Engineering of Warren Michigan.

-20-
<PAGE>

Robert Klein's experience includes an active twenty-year career 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. Since 1993, Mr. Klein has been
self-employed through Weissgeld Capital Group, Ltd, a company he founded. In the
past, he served as a director for three brokerage firms, including Yorkton
Securities. He is currently a director of Asdar Inc. Mr. Klein has a degree in
Applied Mathematics from the University of Waterloo, and an FCSI designation
from the Canadian Securities Institute.

Mohammad Ali Guidfar has been with the Abdul Latif Jameel Group ("ALJ") for
over thirteen years, serving as the General Manager of ALJ's wholly owned
Lebanese subsidiary Hartwell Middle East while at the same time holding the
position of President and General Director of Jameel SAM of Monaco. ALJ is
currently the largest privately owned company in Saudi Arabia. As Director of
Jameel SAM, Mr. Guidfar has lead the company in its real estate, shipping and
construction ventures. Recently, Mr. Guidfar was one of the select members of
the "International Business Strategy Committee" at the ALJ's world headquarters
in Jeddah, Saudi Arabia. Mr. Guidfar received his Bachelor of Science in Law at
the University of Nice in 1982.

Director Compensation

Directors receive no compensation for serving as directors, except that:

o Mr. Sweis received options to purchase 250,000 shares of common
stock on October 22, 1998, at an exercise price of $0.095 per
share. All of Mr. Sweis' options vested immediately upon the date
of grant. The expiration date for Mr. Sweis to exercise the
options is October 21, 2003. To date, Mr. Sweis has not exercised
any options for shares of common stock.

o Mr. Klein received options to purchase 250,000 shares of common
stock on October 22, 1998, at an exercise price of $0.095 per
share. All of Mr. Klein's options vested immediately upon the
date of grant. The expiration date for Mr. Klein to exercise the
options is October 21, 2003. To date, Mr. Klein has not exercised
any options for shares of common stock.

o Mr. Guidfar received options to purchase 100,000 shares of common
stock in August, 2000, at an exercise price of $0.59 per share.
All of Mr. Guidfar's options vested immediately upon the date of
grant. The expiration date for Mr. Guidfar to exercise the
options is August, 2005. To date, Mr. Guidfar has not exercised
any options for shares of common stock.

Employment Contracts

We have entered into an employment agreement with Mr. Haffer, which
provides for an initial term of three years commencing February 1, 2000 at an
initial annual base salary of $230,000 plus an annual performance bonus of not
less than $23,000. Any bonus in excess of $23,000 will be at the sole discretion
of our Board and will not be tied to a fixed set of objective criteria. Mr.
Haffer's employment agreement also contains a termination provision that
requires us to pay him his annual compensation and minimum bonus amounts
remaining on his three-year contract if he is terminated without cause.

Executive Compensation

The following table summarizes information regarding the salary and bonus
we paid to Mr. Haffer, our Chief Executive Officer, during the fiscal year ended
September 30, 2000. Mr. Haffer was the only officer who received a salary plus
bonus that exceeded $100,000 during that period.

-21-
<PAGE>
<TABLE>

Summary Compensation Table
<CAPTION>

Annual Compensation Long-Term Compensation
-------------------------------- ---------------------------
Salary Awards
---------------------------
Securities
Restricted Underlying
Stock Options and All Other
Name and Principal Position Bonus Awards Warrants Compensation
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Douglas P. Haffer 2000 220,000 23,000* 800,000
Chairman, CEO and CFO 1999 106,000 16,017 800,000
* Bonus was earned in fiscal year 2000 but received in fiscal year 2001.
</TABLE>

Option Grants

The following table sets forth information concerning grants of stock
options to Doug Haffer, Chief Executive officer. He is the only named executive
officer for the fiscal year ended September 30, 2000. All options were granted
under the 1998 Stock Option Plan. Shareholders never approved our 1998 Stock
Option Plan, and therefore, all incentive stock options granted under the 1998
Stock Option Plan are classified and taxed as non-statutory stock options.
<TABLE>

Options Granted during Fiscal Year 2000
<CAPTION>
Percent of
Number of options
Fiscal Securities granted to Options
Year Underlying employees Exercise Exercised
Options Options from Price as of Expiration
Granted Granted 9/30/99 ($/Share) 9/30/00 Date
-------- ------- ------- --------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Douglas P. Haffer.... 2000 800,000 50% $1.62 0 2/1/05
Chairman, CEO
& CFO 1998 800,000 43% $0.095 0 10/22/03
</TABLE>

In October 1998, Mr. Haffer received an option to purchase 800,000 shares
of our common stock at an exercise price of $0.095 per share. All 800,000 shares
vested immediately. The expiration date is 5 years from the date of grant. The
grant of shares was intended to be an incentive stock option, but our
shareholders never approved the plan and therefore, the options are being
classified as non-statutory stock options. On February 1, 2000, Mr. Haffer
received another option to purchase 800,000 shares of our common stock at an
exercise price "at the lowest price permitted under our 1998 Stock Option Plan
such that the grant or exercise of the options will not create a taxable event."
All 800,000 shares vested immediately. The expiration date of the option is 5
years from the date of grant. The option will be treated as non-statutory stock
options.

-22-
<PAGE>
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-
Underlying Unexercised the Money Options/
Options/SARS at SARS at
September 30, 2000 September 30, 2000
Exercisable/Unexercisable Exercisable/Unexercisable
Name
<S> <C> <C>
Douglas P. Haffer.... 1,600, 000/0 0/0
Chairman, CEO & CFO
</TABLE>

1998 Stock Option Plan

Our Board of Directors adopted a 1998 Stock Incentive Plan in August 1998
reserving 3,000,000 shares for issuance. The Plan provides for the grant of
incentive stock options, as defined in Section 422 of the Internal Revenue Code,
to our officers and employees, and nonstatutory stock options to employees,
directors and consultants. It may be administered by the Board of Directors or
delegated to a committee. Shareholders never approved our 1998 Stock Option
Plan, and therefore, all incentive stock options granted under the 1998 Stock
Option Plan are classified and taxed as non-statutory stock options.

The exercise price of incentive stock options granted under the 1998 Stock
Option Plan must be at least equal to the fair market value of our common stock
on the date of grant. However, for any employee holding more than 10% of the
voting power of all classes of our stock, the exercise price will be no less
than 110% of the fair market value on the date of grant. Nonstatutory stock
options granted to a person who at the time the option is granted does not hold
more than 10% of the voting power of all classes of our stock will have an
exercise price of no less than 85% of the fair market value of the stock on the
date of grant.

Options granted to our employees will become exercisable over a period of
no longer than 5 years, and no less than 20% of the shares covered will become
exercisable annually. No options will be exercisable prior to one year from the
date it is granted unless the Board specifically determines otherwise. In no
event will any option be exercisable after the expiration of 10 years from the
date it is granted, and no Incentive Stock Option granted to a holder of more
than 10% of the voting power of all classes of our stock will be exercisable
after the expiration of 5 years from the date it is granted.

If an optionee's status as an employee with us terminates for any reason,
other than death or disability, then the optionee may exercise Incentive Stock
Options in the three-month period following such cessation. The three-month
period is extended to 12-months for termination due to death or disability. In
the event of a merger or consolidation in which we are not the surviving entity,
or a sale of all or substantially all of our assets or capital stock, if the
surviving entity does not tender to the optionees stock options or capital stock
of substantially the same economic benefit as optionees unexercised options,
then the Board may grant to optionees the right to exercise any unexpired
options for a period of thirty days.

The 1998 Stock Option Plan will terminate in July 2008, unless sooner
terminated by the Board of Directors.

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth the beneficial ownership of our common stock
as of November 30, 2000 and as adjusted to reflect the sale of the shares of
common stock offered here by:

o the chief executive officer, each of the executive officers named
in the summary compensation table and each of our directors;

-23-
<PAGE>

o all executive officers and directors as a group;

o each person or entity who we know beneficially owns more than 5%
of our outstanding shares of common stock.

Except as otherwise indicated, and subject to applicable community property
laws, the persons named in the table have sole voting and investment power with
respect to all shares of common stock held by them.

Applicable ownership is based on 88,332,644 shares of common stock
outstanding as of November 30, 2000. Beneficial ownership is determined in
accordance with the rules of the SEC. Shares of common stock subject to options
or warrants that are presently exercisable or exercisable within 60 days of
November 30, 2000 are deemed outstanding for the purpose of computing the
percentage ownership of the person or entity holding options or warrants, but
are not treated as outstanding for the purpose of computing the percentage
ownership of any other person or entity. If any shares are issued upon exercise
of options, warrants or other rights to acquire our capital stock that are
presently outstanding or granted in the future or reserved for future issuance
under our stock plan, there will be further dilution to new public investors.

Selling shareholders are under no obligation to sell all or any portion of
their shares. Particular selling shareholders may not have a present intention
of selling their shares and may sell less than the number of shares indicated.
The following table assumes that the selling shareholders will sell all of their
shares.

The following table also sets forth the names of the selling shareholders,
the number of shares of common stock beneficially owned by each selling
shareholder as of November 30, 2000 the number of shares that each may offer,
and the number of shares of common stock beneficially owned by each selling
shareholder upon completion of the offering, assuming all of the shares are
sold. The number of shares sold by each selling shareholder may depend upon a
number of factors, including, among other things, the market price of the common
stock. None of the selling shareholders has, or within the past three years has
had, any position, office or other material relationship with us or any of our
predecessor affiliates.

-24-
<PAGE>
<TABLE>
<CAPTION>
Number of Percentage of
Shares Shares Outstanding Number of
Beneficially Prior to After Shares Being
Name of Shareholder (1) Owned Offering Offering Offered
----- -------- -------- -------
<S> <C> <C> <C> <C>
Douglas P. Haffer (2)................................... 7,341,073 8.3% 8.3% 0

Wayne Caldwell (3)...................................... 1,000,000 * * 0

Ramsey Sweis (4)........................................ 250,000 * * 0

Robert Klein (5) ....................................... 250,000 * * 0

Mohammad Ali Guidfar (6) ............................... 300,000 * * 0

Executive Officers and Directors as a Group............. 10,370,073 1.2% 1.2% 0
World Wide Wireless, Inc.
C/o Lofton & Associates, 3233 East Broadway
Long Beach, CA 90803(7)................................ 17,315,170 1.96% 1.96% 0

Amro International S.A., c/o Ultra Finance Ltd.
Grossmuenster Platz 26, P.O. Box 4401
Zurich, Switzerland CH8022(8) .......................... 4,959,000 5.6% 0% 4,959,000

Celeste Trust Reg., c/o Trevisa-Treuhand-Ansalt
Landstrassse 8, 9496 Furstentums
Balzers, Liechtenstien(8) .............................. 1,958,000 3.2% 0% 1,958,000

The Endeavor Capital Fund, S.A.
14/14 Divrea Chaim Street
Jerusalem 94479, Israel(8) ............................. 2,834,285 * 0% 2,834,285

Nesher, Ltd., c/o Ragnall House
18 Peel Road, Doulgas, Isle of Man
1M1 4L2, United Kingdom(8) ............................. 291,800 * 0% 291,800

Keshet, L.P.
Seameadow House, Blackburn Highway
P.O. Box 173 Road Town, Tortola
British Virgin Islands(8) .............................. 720,833 * 0% 720,833

The Keshet Fund, L.P., c/o KCM, LLC
135 W. 50th Street, Suite 1700
New York, NY 10020(8) .................................. 437,900 * 0% 437,900

Talbiya B. Investments Ltd.
Ragnall House, 18 Peel Road
Douglas, Isle of Man, IM1 4LZ(8) ....................... 123,523 * 0% 123,523

Esquire Trading & Finance, Inc.
Schutzengelstrasse 36
Baar, Switzerland CH6242(8) ............................ 2,262,200 2.6% 0% 2,262,200

-25-
<PAGE>
<CAPTION>

<S> <C> <C> <C> <C>
Union Atlantic Capital LC
3300 PGA Boulevard, Suite 801
Palm Beach Gardens, FL 33410(8) ....................... 320,000 * 0% 320,000

* Less than 1%

(1) The address for each of the named executive officers and directors is c/o World Wide Wireless Communications, Inc.,
520 Third Street, Suite 101, Oakland, CA 94607.

(2) Includes 1,600,000 shares subject to options that are immediately exercisable.

(3) Includes 1,000,000 shares subject to options that are immediately exercisable.

(4) Includes 250,000 shares subject to options that are immediately exercisable.

(5) Includes 250,000 shares subject to options that are immediately exercisable.

(6) We awarded him 200,000 shares in exchange for services rendered before he become a Director. The remaining shares
include 100,000 shares subject to options that are immediately exercisable.

(7) We believe that Michael Lynch is a majority owner of World Wide Wireless, Inc. and TSI Technologies, Inc. Mr. Lynch
is not an officer or director of our company.

(8) A portion of the shares listed as owned by each of these selling shareholders consists of shares underlying
convertible debentures that are subject to variable conversion ratios. Therefore, the number of shares owned by
these selling shareholders may change. Also, 5,040,00 of the shares listed as owned by these selling shareholders
consist of shares underlying warrants.
</TABLE>

-26-
<PAGE>

CERTAIN RELATED PARTY TRANSACTIONS

As of September 2000, other than employment agreements and stock option
plans, there have been no transactions to which we were a party involving
$60,000 or more and in which any director, executive officer or holder of more
than five percent of our capital stock had a material interest.

DESCRIPTION OF SECURITIES

Common Stock

Our articles of incorporation authorize us to issue a maximum of
100,000,000 shares of common stock. As of November 30, 2000, there were
88,332,644 shares of common stock outstanding and 9,324,917 shares reserved for
issuance. 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. Subject to the rights of any holders of preferred stock,
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 therefore. In
the event of a liquidation, dissolution or winding up of our business, 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
preferences to holders of preferred stock. Holders of common stock have no
conversion, preemptive or other subscription rights, and there are no redemption
provisions applicable to the Common Stock.

We have reserved 3,000,000 shares of common stock for issuance under our
1998 Stock Option Plan. In addition, we are obligated to issue 3,600,000 shares
of common stock pursuant to the terms of common stock purchase warrants, dated
April 14, 2000, 304,000 shares of common stock pursuant to the terms of warrants
to be issued as of the date of this prospectus, and an indeterminate number of
additional shares of common stock to be issued pursuant to 4% Convertible
Debentures described below to the selling shareholders.

Under a recent agreement reached with the selling shareholders, we have
issued 3,996,113 additional shares of restricted common stock to the selling
shareholders.

We plan to have a shareholder's meeting in order to authorize more stock,
however, we can make no assurances that the shareholder's will approve such
action. We are also exploring other alternatives in an effort to increase the
number of authorized shares.

Preferred Stock

Our certificate of incorporation does not presently authorize us to issue
any class of stock other than common stock.

Warrants/Options

We have issued warrants to purchase an aggregate of 3,600,000 shares to the
selling shareholders. In addition, the selling shareholders have the right to
acquire warrants to purchase an additional 1,440,000 shares of common stock as
of the date of this prospectus. The warrants allow the holders to purchase
shares of our common stock at a price of $3.23 per share. The warrants allow for
the holders to exercise their warrants without the payment of cash by
surrendering shares otherwise purchasable upon exercise of the warrant with a
fair market value equal to the exercise price for the shares they are
purchasing. The exercise price is subject to adjustments if we declare a stock
split or dividend of our common stock and will be adjusted lower on a weighted
average basis if we issue shares of our common stock at below the exercise price
of the warrant then in effect. The warrants are exercisable when issued and have
a term of five years.

-27-
<PAGE>

Subordinated Debentures

We originally entered into a securities purchase agreement dated April 14,
2000 to issue 4% Convertible Subordinated Debentures to the selling shareholders
with a principal amount of $1,312,000. These debentures required the payment of
interest at a rate of 4% per annum, payable semi-annually, and principal was due
and payable on April 14, 2005. The selling shareholders could convert principal
and interest owing under the debentures at any time at a conversion price equal
to the lesser of 110% of the average of the closing trading prices of the common
stock per share for the five trading days prior to the date on which the
debentures were issued or 85% of the average of the closing trading prices of
the common stock for five days immediately prior to the date of conversion.
During the first six months after the debentures were issued, the conversion
price would not be less than $2.00 per share and, during the following six
months, would not be less than $1.27 per share. However, if revenues for the 12
month period ended December 31, 2000 were less than $13,500,000, there would be
no minimum exercise price. There would be no minimum exercise price following
the end of the second six-month period in any event.

We recently reached an agreement with the selling shareholders whereby we
amended the original securities agreement. In exchange for a waiver, by the
selling shareholders, of any breach of the original securities agreement, we
agreed to increase the principal amount of the debentures by $2,128,000 and to
issue an additional 3,996,113 restricted shares of common stock to them. Under
this agreement, the selling shareholders may convert the debentures at a
conversion price equal to the lesser of $.64 and an amount equal to 85% of the
average of the closing trading prices of the common stock for the five
consecutive trading days immediately prior to the conversion. At no time shall
the conversion price be below the floor price. The floor price is $.64 for the
period between October 1, 2000 and October 14, 2000, $.50 for the period between
October 14, 2000 and September 1, 2001 and zero thereafter. However, if our
aggregate revenue for the last three quarters of the year 2000 and the first
quarter of year 2001 is less than $13.5 million then as of May 14, 2001 the
floor price shall be zero.

The selling shareholders also agreed to waive any breach of the
registration rights agreement. Accordingly, under the amendment we are required
to file this registration statement by December 15, 2000.

Under the amended agreement, we reserve the right to redeem the debentures
if the per share market value of the common stock is less than $1.00. The
redemption price is calculated at 120% of the principal amount and 100% of the
unpaid interest accrued on those debentures being redeemed.

Registration Rights

We originally entered into a registration rights agreement, dated April 14,
2000, with the selling shareholders which required that we file a registration
statement with the SEC to register under the Securities Act all shares of common
stock issued to them or issuable upon the conversion of the subordinated
debentures and certain series A preferred stock (if any is issued) and exercise
of the common stock purchase warrants. We were obligated to file this
registration statement by May 29, 2000. The registration rights agreement
provided that we must pay all expenses incurred in the registration and certain
expenses of the selling shareholders, including up to $25,000 in the legal fees
of counsel the selling shareholders retain. We are obligated to keep the
registration statement effective with respect to those shares until those shares
are sold or until those shares may be sold pursuant to Rule 144(k) of the
Securities Act. Unless all shares are sold prior to that time, this will require
that the registration statement will need to remain effective for a period of at
least two years under present SEC rules.

We recently agreed to an amendment with the selling shareholders dated
November 15, 2000, under which we must now file this registration statement by
December 15, 2000 and the SEC must declare the registration statement effective
by May 15, 2001. The selling shareholders agreed to this extension in exchange
for our commitment to increase the principal amount of the debentures and to
issue an additional 3,996,113 shares of common stock to them. The selling
shareholders agreed to waive any previous breach of the original registration
rights agreement.

-28-
<PAGE>
PLAN OF DISTRIBUTION

This prospectus relates to the resale of up to 11,907,541 shares of our
common stock by the selling shareholders. Selling shareholders includes donees
and pledges selling shares received from a named selling shareholder after the
date of this prospectus. We will bear all costs, expenses and fees in connection
with the registration of these shares. Selling shareholders will be responsible
for brokerage commissions and similar selling expenses, if any, attributable to
the sale of the common stock. Sales of common stock may be effected by selling
shareholders from time to time in one or more types of transactions, which may
include block transactions, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the common
stock, through short sales of shares, or a combination of such methods of sale,
at market prices prevailing at the time of sale, or at negotiated prices.

The selling shareholders may effect transactions by selling common stock
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling shareholders or the
purchasers of shares, or both, which compensation to a particular broker-dealer
might be in excess of customary commissions.

The selling shareholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be underwriters within the meaning of
section 2(11) of the Securities Act, and any commission received by such
broker-dealer and any profit on the resale of the shares sold by them while
acting as principal might be deemed to be underwriting discounts or commissions
under the Securities Act. We have agreed to indemnify each selling shareholder
against certain liabilities, including liabilities arising under the Securities
Act. The selling shareholders have agreed to indemnify us and our directors,
officers and any controlling persons, as defined in section 15 of the Securities
Act, against certain liabilities, including liabilities under the Securities
Act. Insofar as indemnification for liabilities under the Securities Act may be
permitted to our directors, officers and any controlling persons, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressing in the Securities Act and
is therefore unenforceable.

Transfer Agent

The transfer agent for our common stock is Manhattan Transfer Register Co.,
Post Office Box 361, Holbrook, New York, 11741-0361.

PRICE RANGE OF COMMON STOCK

Our common stock has been traded on the OTCBB from January 1998 to present
under the symbol WLGS. The security traded under the symbol UPPI from October
1997 through July 1998. However, there were no inside quotes reported for 1997.
The market for our common stock has often been sporadic and limited.

The following table sets forth in the periods indicated the range of high
and low bid prices per share of our common stock traded as reported by the
OTCBB.

-------------------------------------------------------------------
Quarter End Low Bid High Bid
----------- ------- --------
-------------------------------------------------------------------
3/31/98 0.25 1.31
-------------------------------------------------------------------
6/30/98 0.25 2.05
-------------------------------------------------------------------
9/30/98 0.11 0.60
-------------------------------------------------------------------
12/31/98 0.09 0.51
-------------------------------------------------------------------
3/31/99 0.12 0.51
-------------------------------------------------------------------
6/30/99 0.25 3.99
-------------------------------------------------------------------
9/30/99 0.875 1.73
-------------------------------------------------------------------
12/31/99 0.62 2.01
-------------------------------------------------------------------
3/31/00 1.06 7.78
-------------------------------------------------------------------
6/30/00 1.45 5.31
-------------------------------------------------------------------
9/30/00 0.78 3.065
-------------------------------------------------------------------

-29-
<PAGE>

Since our shares began trading on the OTCBB in 1997, the prices for our
shares have fluctuated widely. There may be many factors which may explain these
variations, but we believe that among these factors include the following:

o the demand for our common stock;

o the number of market makers for our common stock;

o developments in the market for broadband Internet access and wireless
transmission in particular; and

o changes in the performance of the stock market in general.

In recent years, the stock market has experienced extreme price and volume
fluctuations that have had a substantial effect on the market prices for many
telecommunications, Internet and emerging growth companies such as ours, which
may be unrelated to the operating performances of the specific companies.
Companies that have experienced volatility in the market price of their stock
have been the object of securities class action litigation. If we become the
object of securities class action litigation, it could result in substantial
costs and a diversion of our management's attention and resources and have an
adverse effect on our business, financial condition and results of operations.
In addition, holders of shares of our common stock could suffer substantial
losses as a result of fluctuations and declines in the stock price.

The trading of our shares is subject to limitations set forth in Rule 15g-9
of the Securities Exchange Act. This rule imposes sales practice requirements on
broker-dealers who sell so-called penny stocks to persons other than established
customers, accredited investors or institutional investors. Accredited investors
are generally defined to include individuals with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 together with their
spouses during the previous two years and expected annual income of that amount
during the current year. For sales of shares to other persons broker-dealers
must make special suitability determinations, must obtain the written consent of
the purchaser to the sale prior to consummating the sale and is generally
prohibited from making cold-calls or other unsolicited inquiries to purchasers
without complying with these rules. These rules may adversely affect the ability
broker-dealers and others to sell our shares or to sell shares in the secondary
market.

LEGAL MATTERS

Certain legal matters in connection with the common stock being offered
hereby will be passed upon by Foley & Lardner, One Maritime Plaza, San
Francisco, California 94111.

EXPERTS

The summary financial data for the years ended September 30, 2000 and 1999
have been derived from the Financial Statements and Notes to Financial
Statements, audited by Reuben E. Price & Co., San Francisco, independent
auditors. These financial statements are included in reliance upon the authority
of that firm as an expert in accounting and auditing.

ADDITIONAL INFORMATION

A registration statement on Form SB-2, including amendments, relating to
the shares offered 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 to the registration statement. Statements made in this
prospectus as to the contents of any contract or other document are not
necessarily complete and, in each instance, we refer you to the copy of the
contract or other document filed as an exhibit to the registration statement.
Each statement about those contracts and other documents is qualified in all
respects. The registration statement and exhibits and schedules can be inspected

-30-
<PAGE>

without charge and copies can be made at proscribed rates, at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0300. 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.

We intend to furnish our shareholders with annual reports containing
financial statements audited by our 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.
Public Accountancy Corporation
703 Market Street
San Francisco, CA 94103

INDEPENDENT AUDITORS' REPORT

Board of Directors
World Wide Wireless Communications, Inc.

We have audited the accompanying consolidated balance sheet of World Wide
Wireless Communications, Inc., as of September 30, 2000, and the related
consolidated statements of operations, consolidated statements of cash flows,
and statement of stockholders' equity for the years ended September 30, 2000 and
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 of the United States. 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 consolidated financial position of World Wide
Wireless Communications, Inc. as of September 30, 2000 and the consolidated
results of its operations, cash flows, and stockholder's equity for the years
ended September 30, 2000 and 1999 in conformity with generally accepted
accounting principles of the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3, the Company
has suffered recurring losses and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. 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. Management's plans in regard
to these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Reuben E. Price & Co.
December 13, 2000

-32-
<PAGE>
<TABLE>

World Wide Wireless Communications, Inc.
Consolidated Balance Sheet
<CAPTION>
Assets
September 30, 2000
Current Assets:
<S> <C>
Cash and cash equivalents $ 3,111,150
Refund receivable 500,000
Inventory 750,458
Prepaid and other 402,950
---------------
Total Current Assets 4,764,558
--------------
Operating Intangible Assets:
Frequency licenses 1,175,067
Option on frequency licenses 500,000
---------------
Total Operating Intangible Assets 1,675,067
--------------
Fixed Assets:
Equipment 2,466,736
Furniture and fixtures 91,938
Leasehold improvements 424,710
Less: Accumulated depreciation and amortization (176,234)
----------------
Total Fixed Assets 2,807,150
--------------
Other Assets:
Intangibles, net of amortization 39,605
Deposits in acquisition 395,012
Rental deposits 22,170
----------------
Total Other Assets 456,787
--------------
Total Assets $ 9,703,562
==============

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses $ 2,069,047
Current portion of contracts and note payable 89,375
Loan payable 145,467
---------------
Total Current Liabilities 2,303,889
---------------
Long-Term Liabilities:
Contracts and note payable, net of current portion 57,660
Convertible debentures 5,227,678
---------------
Total Long-Term Liabilities 5,285,338
---------------
Total Liabilities 7,589,227
---------------
Commitments and Contigencies -

Minority interest 115,150
--------------
Stockholders' Equity:
Common stock, par value $ .001 per share, 100,000,000 shares authorized,
86,264,163 issued and outstanding at September 30, 2000 86,264
Additional paid-in capital 17,069,330
Accumulated deficit (15,155,249)
Other comprehensive income (loss) (1,160)
-------
Total Stockholders' Equity 1,999,185
---------------
Total Liabilities and Stockholders' Equity $ 9,703,562
==============
The accompanying notes are an integral part of these financial statements.
</TABLE>

-35-
<PAGE>
<TABLE>
World Wide Wireless Communications Inc.
Consolidated Statements of Operations and Comprehensive Income
<CAPTION>
For the Year For the Year
Ended Ended
September 30, September 30,
2000 1999

<S> <C> <C>
Revenue $ 524,245 $ -
Cost of goods sold 336,717 -
----------- ----------------
Gross Profit 187,529 -
----------- ----------------

Operating Expenses
General and administrative expenses 7,065,788 2,383,330
Impairment loss 1,500,000 -
--------- ----------------

Total Operating Expenses (8,378,259) 2,383,330
---------- ---------

Operating (Loss) (8,379,419) (2,383,330)
----------- ----------

Other Income and Expense
Interest income 52,857 -
Interest (expense) (70,706)
----------
Total Other Income & (Expense) (17,849)
----------
Net Loss $ (8,396,108) $ (2,383,330)
------------ ------------

Other Comprehensive Income (Loss)
Foreign currency translation (1,160)
--------------
Total Other Comprehensive Income (Loss) (1,160)
--------------
Total Comprehensive Income (Loss) (8,397,268) (2,383,330)
============== ================

Loss Per Share (Basic and Diluted) $ (0.10) $ (0.04)

Basic Weighted Average Shares Outstanding 81,656,614 56,113,645

The accompanying notes are an integral part of these financial statements.
</TABLE>

-36-
<PAGE>
<TABLE>
<CAPTION>
World Wide Wireless Communications, Inc.
Consolidated Statements of Cash Flows

For the Year For the Year
Ended Ended
September 30, September 30,
2000 1999
---------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Total Comprehensive Income (Loss) $ (8,397,268) $ (2,383,330)
Adjustments to reconcile net loss from operations
to net cash used by operating activities:
Common stock issued for services 1,142,445 615,996
Depreciation and amortization expense 164,450 13,506
Changes in operating assets and liabilities:
(Increase) in inventory (750,458)
(Increase) in prepaid and other (336,560) (62,740)
(Increase) in other assets (5,742) (20,077)
Increase in accrued expenses 1,577,578 4,321
---------------- ----------------

Net Cash (Used) by Operating Activities (6,605,555) (1,832,324)
---------------- ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Common stock issued for assets 1,500,000
(Increase) in purchase of fixed assets (2,531,850) (336,384)
(Increase) in refund receivable (500,000)
(Increase) in deposits in acquisition (395,012)
(Increase) in frequency licenses (1,175,067)
(Increase) in intangible assets (41,327)
(Increase) in option on frequency licenses (500,000)
---------------- ----------------

Net Cash (Used) by Investing Activities (3,143,256) (836,384)
---------------- ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debentures 5,639,678
Proceeds from loans and installment contracts 292,502 328,000
Proceeds from issuance of common stock 6,652,699 2,614,074
---------------- ----------------

Net Cash Provided by Financing Activities 12,584,879 2,942,074
---------------- ----------------

NET INCREASE IN CASH AND CASH EQUIVALENTS 2,836,068 273,366

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 275,082 1,716
---------------- ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,111,150 $ 275,082
================ ================

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Interest paid $ - $ -
Income taxes paid $ - $ -

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Interest accrued on debentures, added to the principal
of the debentures $ 27,678 $ -
Debentures converted to capital stock $ 740,000 $ -
Capital stock issued in acquisition of subsidiaries $ 1,500,000 $ -
</TABLE>

-37-
<PAGE>
<TABLE>
WORLD WIDE WIRELESS COMMUNICATIONS, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>
Common Stock Accumulated
-------------------------------------------
Additional Other
Paid-in Accumulated Comprehensive Total
Shares Amount Capital Deficit Income Equity
------------------------------------------- -------------- ----------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1998 47,341,993 $ 47,342 $ 3,843,038 $ (4,375,811) $ $ (485,431)

Common stock issued in private
placement between $0.05
and $0.435 per share 19,303,950 19,304 2,594,770 2,614,074

Common stock issued for
services 4,538,000 4,538 611,458 615,996

Net loss for the fiscal year
ended, September 30, 1999 (2,383,330) (2,383,330)
--------------- ----------- --------------- -------------- -------------

Balance, September 30, 1999 71,183,943 71,184 7,049,266 (6,759,141) 361,309

Common stock issued in private
placement between $0.25
and $6.125 per share 11,548,745 11,549 6,641,150 6,652,699

Common stock issued in
conversion of debentures
at $0.625 per share 462,500 462 739,538 740,000

Common stock issued for
services 2,598,602 2,599 1,139,846 1,142,445

Common stock issued for
acquisition of subsidiaries 470,373 470 1,499,530 1,500,000

Net loss for the fiscal year
ended, September 30, 2000 (8,396,108) (8,396,108)
Other comprehensive income:
Foreign currency
adjustment (1,160) (1,160)
--------------- ----------- --------------- -------------- ----------------- -------------
Balance, September 30, 2000 86,264,163 $ 86,264 $ 17,069,330 $ (15,155,249) $ (1,160) $ 1,999,185
=============== =========== =============== ============== ================= =============

</TABLE>

-38-
<PAGE>
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------
The consolidated financial statements presented are those of World
Wide Wireless Communications, Inc., (the Company) and its
subsidiaries, Infotel Argentina, S.A. (Argentina) and Digital Way,
S.A. (Peru). 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 Distributed Wireless Call Processing System
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", except where the effect would be anti-dilutive.

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. Balances in bank accounts may, from time
to time, exceed federal insured limits. The Company has never
experienced any loss, and believes its credit risk to be limited.

Operating Intangible Assets
---------------------------
The frequency licenses are not yet placed in service and consequently
are not being amortized.

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. Amortizable intangibles,
consisting primarily of software, are amortized over a two year
period.

Long-Lived Assets
-----------------
The Company reviews its long-lived assets on a quarterly 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.

Fair Value of Financial Instruments
-----------------------------------
For cash and cash equivalents and accrued expenses, the carrying
amounts in the Balance Sheet represent their fair market value. The
carrying amount of the debentures payable approximates fair value
because of similar current rates at which the Company could borrow
funds with consistent remaining maturities.

-39-
<PAGE>
NOTE 1-- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Segment Information
-------------------
The Company adopted Statement of Financial Accounting Standards No.
131, "Disclosures about Segments of an Enterprise and Related
information" (SFAS No. 131) in 1999. This statement establishes
standards for the reporting of information about operating segments in
annual and interim financial statements and requires restatement of
prior year information. The company has three geographic reportable
operating segments: United States, Peru, and Argentina. Operating
segments are defined as components of an enterprise for which separate
financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources
and in assessing performance. SFAS No. 131 also requires disclosures
about products and services, geographic areas and major customers.

Consolidated Financial Statements
---------------------------------
The accounts of the Company and its consolidated subsidiaries are
included in the consolidated financial statements after elimination of
significant intercompany accounts and transactions. The consolidated
subsidiaries are Infotel Argentina, S.A. of Argentina and Digital Way
S.A. of Peru.

Comprehensive Income and Foreign Currency Transactions
------------------------------------------------------
As of October 1, 1999 the Company adopted FASB Statement No. 130,
Reporting Comprehensive Income. The financial statements of the
Company's foreign subsidiaries are measured using the local currency
as the functional currency. Assets and liabilities of these
subsidiaries are translated at exchange rates as of the balance sheet
date. Revenues and expenses are translated at average rates of
exchange in effect during the year. The resulting cumulative
translation adjustments have been recorded as a separate component of
stockholder's equity. The sole component of other comprehensive income
is a foreign currency translation adjustment related to the subsidiary
Digital Way in Peru.

NOTE 2 -- GOING CONCERN

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 $15,085,703 at
September 30, 2000. 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
additional capital through sales of common stock through the current
operating cycle.

NOTE 3 -- ACQUISITIONS

Argentina
---------
On December 31, 1999, the Company acquired a 51% interest in Infotel
Argentina S.A., a Buenos Aires based company which owns Multi-channel
Multipoint Distribution Service (MMDS) licenses in eight of the
largest Argentine cities including Buenos Aires. The price was
$1,500,000, made up of 600,000 in cash and $900,000 in company stock.
Infotel also engages in telephone system integration and engineering
projects. The minority interest in net loss is not recognized, because
the Company anticipates being fully responsible for the subsidiaries
losses.

-40-
<PAGE>

NOTE 3 -- ACQUISITIONS (continued)

Peru
----
On February 29, 2000, the Company purchased 100% of Digital Way S.A.,
a Peruvian telecommunications company. The price was $1,200,000, made
up of $600,000 cash and $600,000 in company stock. Digital Way S.A.,
holds MMDS licenses in the Lima-Callao area. It holds local and
international long distance telephone licenses.

India
-----
In June 2000, the Company entered into an agreement with a group of
Indian businessmen to establish a joint venture, World Wide Wireless
Communications (India) Ltd., to establish fixed wireless data service
in India. A refundable deposit of $ 248,350 (shown as part of Deposits
in Acquisitions) was posted with the Indian government as part of the
process of applying for both frequency and internet service provider
licenses. These license applications are pending.

Thailand
--------
In May 2000, the Company entered into a joint venture with World Star
T.V. Communication Co. Ltd. (WSTV), a Thai corporation, to provide
fixed wireless data services in Thailand. WSTV currently owns
frequency licenses in Bangkok and other major areas in Thailand. As of
September 30, 2000, $146,662 has been invested, and is shown as part
of Deposits in Acquisition. In August 2000 the Company entered into a
Letter of Intent with E-Z Net Co. Ltd. of Bangkok for E-Z Net to
provide internet service provider services to the new joint venture.
The required governmental approvals are pending.

El Salvador
-----------
On March 11, 2000, the Company entered into a letter of intent with El
Salvador Telecomuniciones S.A. de C.V. for the purpose of acquiring a
25% ownership interest in that company in El Salvador. Pursuant to the
terms of the letter of intent, the Company paid $1,000,000 to that
company as an advance payment of the purchase price, which was to
total $3,500,000. The agreement provided that the purchase was
conditioned upon the company's acquisition of certain licenses, and
the occurrence of certain other conditions that were not met. As a
result, the Company has entered into an agreement for the refund of
the advance payment. The Company has received $500,000, and is
scheduled to receive the remainder in January 2001. This amount is
shown as an account receivable and is secured by a bank letter of
credit.

Pro Forma Data
--------------
The following pro forma data is presented on a combined basis, as if
Infotel Agentina S.A. and Digital Way S.A.(Peru) had been acquired at
the date of their formation, January 18,1999 and March 28, 1999,
respectively:

September 30,
2000 1999
---- ----
Total Assets $ 9,703,562 $ 1,472,125
Total Liabilities 7,633,671 979,553
Total Shareholders Equity 2,156,033 3,275,626
For the Year Ended September 30,
2000 1999
---- ----
Revenues $ 671,907 $ 135,690
Expenses 9,010,946 2,479,874

Net (Loss) $ (8,339,039) $ (2,344,184)
========= =========

-41-
<PAGE>
NOTE 3 -- ACQUISITIONS (continued)

Impairment Loss
---------------
The Argentine government has revoked all MMDS licenses, including
those held by the Company's subsidiary, Infotel. The Company and
Infotel have taken all prescribed steps in order to secure the
re-issuance of the licenses, and talks are on-going with the
appropriate Argentine government agencies. However, there is no
guarantee that the licenses will be reissued to Infotel. Therefore,
management is recognizing an impairment of the frequency licenses
asset in the amount of the Company's investment of $1,500,000.

NOTE 4 -- COMMITMENTS AND CONTIGENCIES

Litigation
----------
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 channels. The
complaint alleged breach of contract as well as intentional and
negligent interference with prospective economic advantage. The
Company 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.

The settlement provided for the Company to pay $27,375 to the lessor,
relating to lease obligations. This amount is recorded as an expense
in the financial statements for the fiscal years ended September 30
1998 and 1999. The Company further agreed to sign a consulting
agreement with the lessor for one year, 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.

Under terms of the settlement agreement, the Company also has option
to purchase the Concord and San Marcos leases for a price of $250,000
each, less lease payments already made. The Company elected to
exercise the option to purchase the Concord lease, and the appropriate
transfer procedure has been initiated with the U.S. Federal
Communications Commission (FCC). The Company believes that under
current FCC regulations it is not required to pay the $250,000
purchase price until such time as the FCC has approved the transfer of
the license.

The Company borrowed from Credit Bancorp $328,000 in August 1999 and
$412,000 in October 1999. The terms of this loan are 7% interest per
annum payable, semiannually on the last day of February and September,
with the principal due September 30, 2002. 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 the August 1999 loan. The case was settled on October 11,
1999. As part of the settlement agreement, Credit Bancorp agreed to
convert the original loans granted to the Company to a convertible
debenture in the amount of $740,000. 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

-42-
<PAGE>
NOTE 4--COMMITMENTS AND CONTINGENCIES (continued)

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.

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.

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.

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,
with a rental deposit of $20,077 shown as an Other Asset on the
financial statements. 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 occupancy 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 multi-point distribution service and
multi-channel multi-point distribution service 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, 2000, the minimum annual rental
is $42,000 per fiscal year ending September 30, 2001 through 2004.

The company has based eight Instructional Television Fixed Service
channels for use as MMDS channels from the Shekinah Network, as
described more fully in Note 5 below. These leases provide for a
monthly lease fee of 5% of gross system receipts, with a minimum of
$500 per channel. The minimum aggregate annual fee is $48,000 per
fiscal year ending September 30, 2000 through 2004.

-43-
<PAGE>
NOTE 4 COMMITMENTS AND CONTINGENCIES (continued)

Rents paid for fiscal years ended September 30, 2000 and 1999 are as
follows:
2000 1999
---- ----

Former office location, San Francisco $ - $ 22,341
Current office location, Oakland 128,460 38,814
Current office location, Concord 22,412 -
Distribution service channel leases 98,110 21,300
Transmission sites 85,501 42,000
Total $ 334,483 $ 124,455
======= =======

The minimum annual rentals under current lease obligations for future
fiscal years ended September 30 are as follows:
<TABLE>
<CAPTION>
2001 2002 2003 2004 Remainder
---- ---- ---- ---- ---------

<S> <C> <C> <C> <C> <C>
Office location, Oakland $ 128,460 $ 128,460 $ 128,460 $ 74,935 None
Office location, Concord 23,916 23,916 13,951 None None
Distribution service channel leases 57,600 48,000 48,000 48,000 None
Transmission sites 42,000 42,000 42,000 42,000 None
Total $ 251,976 $ 242,376 $ 232,411 $ 164,936 None
======= ======= ======= ======= ====
</TABLE>

NOTE 5 -- STOCKHOLDERS EQUITY

During the fiscal year ended September 30, 2000, the Company sold
12,011,245 shares of its common stock for net cash proceeds of
$7,342,699. The company issued 2,598,602 shares of its common stock
for services at an aggregate value of $1,142,445. Stock issued for
services was at the cash price for the shares at the time of issuance.
The Company issued 470,373 shares of its common stock for other assets
at an aggregate value of $1,500,000. Stock issued for assets was at
the cash price for the shares at the time of issuance.

During the fiscal year ended September 30, 1999, the Company sold
19,303,950 shares of its common stock for net cash proceeds of
$2,614,074. The Company also 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 cash price for the shares at the time of issuance.

NOTE 6 -- OPTIONS ON FREQUENCY LICENSES

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 channels for the Company's high-speed
wireless internet connections, as authorized by the Federal
Communication Commission. This agreement also provides the Company an
exclusive option to lease excess capacity on Shekinah's remaining
thirty-two Instructional Television Fixed Service 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, which management expects to
begin sometime in the calendar year 2000.

Instructional Television Fixed Service licenses can only be owned by
Federal Communication Commission approved educational, religious or
non-profit entities. In the event that the Federal Communication
Commission 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

-44-
<PAGE>

NOTE 6- OPTIONS OF FREQUENCY LICENSES (continued)

basis or $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

A reconciliation between the actual income tax benefit and the federal
statutory rate follows:
<TABLE>
<CAPTION>
Fiscal years ended September 30,
2000 1999
---- ----
Amount % % %
------ - - -
<S> <C> <C> <C> <C>
Computed income tax benefit at
statutory rate $ 128,460 $ 128,460 $ 128,460 $ 128,460
Operating loss with no current tax
benefit (2,848,407) (34)% (34)% (34)%
----------

Income tax benefit None None
---- ----
</TABLE>

At September 30 1999, the Company had a net operating loss
carryforward for federal tax purposes of approximately $6,760,000
which if unused to offset future taxable income, will expire between
the years 2010 to 2019, and approximately $2,154,000 for state tax
purposes, which will expire if unused in 2004 and 2005. A valuation
allowance has been recognized to offset the related deferred tax
assets due to the uncertainty of realizing any benefit therefrom.
During 2000 and 1999, no changes occurred in the conclusions regarding
the need for a 100% valuation allowance in all tax jurisdictions.

Under section 382 of the Internal Revenue Code, the utilization of net
operating loss carryforwards is limited after an ownership change, as
defined, to an annual amount equal to the market value of the loss
corporation's outstanding stock immediately before the date of the
ownership change multiplied by the highest Federal long-term tax
exempt rate in effect for any month in the 3 calendar month period
ending in the calendar month in which the ownership change occurred.
Due to the ownership changes as a result of the May 1998
reorganization and subsequent stock issuances, any future realization
of the Company's net operating losses will be severely limited.

Significant components of the Company's deferred tax assets are as
follows:

2000 1999
---- ----
Net operating loss carryforwards $14,999,561 $6,759,141
Valuation allowance (14,999,561) (6,759,141)
Net deferred tax assets None None
---- ----

-45-
<PAGE>

NOTE 8 -NET LOSS PER COMMONS SHARE

Net loss per common share, basic and diluted, has been computed using
weighted average common shares outstanding. The effect of outstanding
stock options and warrants has been excluded from the dilutive
computation, as their inclusion would be anti-dilutive.

NOTE 9 - 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.

Combined transactions in non-employee options for the fiscal years
ended September 30, 2000 and 1999 are as follows:
<TABLE>
<CAPTION>
2001 1999
---- ----
Average
Number of Exercise Number of Average
Shares Price Shares Exercise Price
<S> <C> <C> <C> <C>
Options outstanding October 1 - - - -
Granted 1,800,0000 0.059 500,000 0.095
Cancelled - - - -
Exercised - - - -
-------------------------------------------------------
Options outstanding, September 30 1,800,000 0.59 500,000 0.095
========== ==== ======= =====
</TABLE>

Combined transactions in employee options for the fiscal years ended
September 30, 2000 and 1999 are as follows:
<TABLE>
<CAPTION>
2001 1999
---- ----
Average
Number of Exercise Number of Average
Shares Price Shares Exercise Price
<S> <C> <C> <C> <C>
Options outstanding October 1 - - - -
Granted 100,000 1.62 2,700,000 0.095
Cancelled - - - -
Exercised - - - -
-------------------------------------------------------
Options outstanding, September 30 100,000 1.62 2,700,000 0.095
======= ==== ========= =====
</TABLE>

-46-
<PAGE>
NOTE 9 - STOCK OPTION PLANS (continued)

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. All such options
are being treated as nonstatutory stock options until the incentive
stock plan is approved by the shareholders.

Compensation Costs
------------------
The Company applies APB Opinion 25 in accounting for its stock
compensation plans discussed above. Accordingly, no compensation costs
have recognized for these plans in 2000 or 1999. Had compensation
costs been determined on the basis of fair value pursuant to FASB
Statement No. 123, net loss and loss per share would have been
increased as follows:

2000 1999
---- ----
Net loss: $(8,326,562) $(2,383,330)
=========== ==========
Pro forma $(8,391,562 $(2,441,575)
=========== ==========
Basic loss per share: $(0.10) $(0.04)
======= =======
As reported
Pro forma $(0.10) $(0.04)
======= =======
Diluted loss per share: $(0.09) $(0.04)
======= =======
As reported
Pro forma $(0.09 $(0.04)
====== =======

The fair value of each option granted is estimated on the grant date
using the Black-Scholes model. The following assumptions were made in
estimating fair value:

Assumption Plans

Dividend yield 0%
Risk-free interest rate 7%
Expected life 5 years
Expected volatility 97%

-47-
<PAGE>

NOTE 10 - SEGMENT INFORMATION
<TABLE>
<CAPTION>
September 30, 2000
USA Argentina Peru
<S> <C> <C> <C>
Total Assets $9,691,532 $544,692 4494,430
Total Liabilities & Minority Interest 7,170,914 485,492 764,273
Total Shareholders Equity 2,520,617 59,200 (269,843)

For the Year Ended September 30, 2000
Revenue 2,903 521,343 -
Cost of Goods Sold -------- 336,717 -
-------- -------
Gross Profit 2,903 184,626 -
Expenses 7,875,836 (360,426) 274,926
--------- --------- -------
Net Loss $(7,875,836) $(175,800) $(274,926)
=========== ========= =========
</TABLE>

NOTE 11 - SECURITIES PURCHASE AGREEMENT

On April 14, 2000, the Company entered into a Securities Purchase
Agreement with six investors, for the purchase of investment units,
consisting of common stock, common stock purchase warrants, 4%
subordinated debentures and preferred stock. Pursuant to the
Securities Purchase Agreement, the investors purchased 760,000 shares
of common stock, warrants to purchase 3,600,000 shares of common
stock, and subordinated debentures with a principal amount of
$3,280,000, for a total amount of $4,800,000. The investors have the
option to purchase additional shares of common stock, warrants and
series A preferred stock (when authorized) from the Company for a
maximum amount of $1,920,000. The investors will be required to
purchase these securities if an effective registration statement under
the Securities Act is in effect with respect to all the common stock
issued and issuable upon the exercise of the warrant and conversion of
the subordinated debentures and series A preferred stock.

The company recently reached an agreement with the selling
shareholders amending the original securities agreement. In exchange
for a waiver, by the selling shareholders, for any breach of the
original agreement, the Company agreed to increase the principal
amount of the debentures by $2,128,000 and to issue an additional four
million restricted shares of common stock to them. Under this
agreement, the selling shareholders may convert the debentures at a
conversion price equal to the lesser of $.64 and an amount equal to
85% of the average of the closing trading prices of the common stock
for the five consecutive trading days immediately prior to the
conversion. At no time shall the conversion price be below the floor
price. The floor price is $.64 for the period between October 1, 2000
and October 14, 2000, $.50 for the period between October 14, 2000 and
September 1, 2001, and zero thereafter. However, if the Company's
aggregate revenue for the last three quarters of the year 2000 and the
first quarter of the year 2001 is less than $13.5 million, then as of
May 14, 2001, the floor price shall be zero.

Under the amended agreement, the Company reserves the right to redeem
the debentures if the per share market value of the common stock is
less than $1.00. The redemption price is calculated at 120% of the
principal amount and 100% of the unpaid interest accrued on those
debentures being redeemed.

Pursuant to the most recent amended agreement, the Company must file a
SB-2 registration statement on December 15, 2000 which must be made
effective by May 15, 2001. If the Company fails to abide by these
amendments, the Company will be required to pay certain liquidated
damages.

-48-
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our Bylaws provide that we may indemnify any director, officer, agent
or employee against all expenses and liabilities, including counsel fees,
reasonably incurred by or imposed upon them in connection with any proceeding to
which they may become involved by reason of their being or having been a
director, officer, employee or agent of our Company. Moreover, our Bylaws
provide that we shall have the right to purchase and maintain insurance on
behalf of any such persons whether or not we would have the power to indemnify
such person against the liability insured against. Insofar as indemnification
for liabilities arising under the Securities Act, we have 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:

Securities and Exchange Commission filing fee $ 6,583
Accountant's fees and expenses $10,000
Legal fees and expenses $25,000
Postage $ 1,000
Miscellaneous $ 1,000
-------
Total $43,583

The Registrant will bear all expenses shown above.

Item 26. Recent Sales of Unregistered Securities

The following is a list of our sales of our common stock during the
past three years which were not registered under the Securities Act. None of
these sales involved the use of or payments to an underwriter. In all instances
in which we issued shares under the exemption from the registration requirements
of the Securities Act under Section 4(2) of the Securities Act, all purchasers
had access to the type of information found in a registration statement and all
purchasers were sophisticated investors.

On July 21, 1998, as part of a corporate reorganization, we issued
1,724,138 shares of our common stock to TSI Technologies, Inc. and 5,275,662
shares to Worldwide Wireless, Inc., both at a per share price of $0.0947. These
shares were issued in reliance upon the exemption from registration provided by
Section 4(2) of the Securities Act. No underwriters were involved in the
issuance and no commissions were paid.

On October 15, 1998, under terms of a Settlement and General Release,
we issued 50,000 shares of common stock to a former consultant in compensation
for services rendered, approximating $2,450, at a per share price of $0.050. The
shares were issued in reliance upon the exemption from registration provided by
Section 4(2) of the Securities Act.

Also on October 15, 1998, as part of a corporate reorganization, we
issued 1,724,138 shares of our common stock to TSI Technologies, Inc. and
5,275,662 shares to Worldwide Wireless, Inc., both at a per share price of
$0.0947. These shares were issued in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act.

On December 8, 1998, we completed a private placement of 16,285,000
shares of our common stock to a group of accredited investors. Our common stock
was sold for between $0.0027 and $0.1394 per share. In addition, approximately
1,543,000 shares of the total number of shares issued were granted to one
individual in consideration of consulting services. We raised approximately
$736,380. No underwriters were used in completing these transactions. We believe
that we have satisfied the exemption from the securities registration

-49-
<PAGE>

requirements provided by Section 3(b) of the Securities Act and Rule 504 of
Regulation D promulgated thereunder in that offering. The aggregate offering
price received in the offering did not exceed $1,000,000 within the twelve
months before the start of and during the offering. The securities were sold in
a private placement to only accredited investors, all of whom had a pre-existing
personal or business relationship with us or our officers or directors and each
of whom provided representations that they were accredited investors and were
purchasing for investment and not with a view to resale in connection with a
public offering.

On April 2, 1999, under terms of a Settlement and General Release, we
issued 800,000 shares of common stock to a former employee in compensation for
services rendered, approximating $75,200, at a per share price of $0.095. This
per share price is in line with the sale of common stock for cash at this period
of time. The shares were issued in reliance upon the exemption from registration
provided by Section 4(2) of the Securities Act.

On April 2, 1999, under terms of a Settlement and General Release, we
issued 25,000 shares of common stock to another former employee in compensation
for services rendered, approximating $2,350, at a per share price of $0.095.
This per share price is in line with the sale of common stock for cash at this
period of time. The shares were issued in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act. No underwriters
were involved in the issuance and no commissions were paid.

On April 12, 1999, under terms of a Settlement and General Release, we
issued 825,000 shares of common stock to a former director and a former employee
in compensation for services rendered, approximating $81,000, at a per share
price of $0.098. This per share price is in line with the sale of common stock
for cash at this period of time. The shares were issued in reliance upon the
exemption from registration provided by Section 4(2) of the Securities Act. No
underwriters were involved in the issuance and no commissions were paid.

On May 6, 1999, as part of a corporate reorganization, we issued
2,593,744 shares of our common stock to TSI Technologies, Inc. and 8,969,355
shares to Worldwide Wireless, Inc., both at a per share price of $0.0947. These
shares were issued in reliance upon the exemption from registration provided by
Section 4(2) of the Securities Act. No underwriters were involved in the
issuance and no commissions were paid.

On May 14, 1999, under terms of a Compromise and Settlement Agreement,
we issued 600,000 shares of common stock to cover approximately $56,400 of
various outstanding obligations to Corporate Architects for consulting services
rendered, at a per share price of $0.095. The shares were issued in reliance
upon the exemption from registration provided by Section 4(2) of the Securities
Act. No underwriters were involved in the issuance and no commissions were paid.

On May 25, 1999, under terms of a Compromise and Settlement Agreement,
we issued 750,000 shares of common stock as settlement of obligations owing to
Corporate Solutions, LLC for consulting services rendered. The amount of the
outstanding claims was approximately $310,000, at a per share price of $0.40.
The shares were issued in reliance upon the exemption from registration provided
by Section 4(2) of the Securities Act.

On December 31, 1999, we completed a private placement of 19,164,452
shares of our common stock to a group of accredited purchasers as defined under
Rule 502 of Regulation D. Our common stock was sold for between $0.05 and $0.435
per share. No underwriters were used in completing these transactions. We raised
approximately $4,310,505. In addition, approximately 2,377,340 shares of the
total number of shares issued were granted to one individual in consideration of
consulting services. The shares were issued in reliance upon the exemption to
registration provided by section 4(2) of the Securities Act and Rule 506 of
Regulation D promulgated thereunder.

On March 1, 2000, we issued 181,100 shares of common stock to four
individuals in connection with the purchase of all outstanding shares of Digital
Way, S.A., a Peruvian company. These shares were issued in reliance upon the
exemption from registration provided by Section 4(2) of the Securities Act.

On March 17, 2000, we issued 1,763,372 shares of common stock to
Douglas Haffer. Mr. Haffer was entitled to receive a similar number of shares
for services rendered to Worldwide Wireless, Inc. in 1998. Mr. Haffer
transferred his right to receive those shares from Worldwide Wireless, Inc. to
us in exchange for the 1,763,372 shares of common stock we issued to him. We
retain the right to receive shares from Worldwide

-50-
<PAGE>
Wireless, Inc. - Worldwide Wireless, Inc. has yet to satisfy this obligation.
The shares we issued to Mr. Haffer were issued in reliance upon the exemption
from registration provided by Section 4(2) of the Securities Act.

On March 21, 2000, we completed a private placement of 3,687,000
shares of our common stock to a group of accredited investors. Our common stock
was sold for between $0.30 and $3.20 per share. We raised $3,861,280. We believe
that we have satisfied the exemption from the securities registration
requirements provided by section 4(2) of the Securities Act and Rule 506 of
Regulation D promulgated thereunder in this offering. The securities were sold
in a private placement to only accredited investors.

On April 14, 2000, we sold $1,312,000 of 4% convertible subordinated
debentures and related warrants to seven investors pursuant to the exemption
from the securities regulation requirement provided by section 4(2) of the
Securities Act. The convertible debentures are convertible at the election of
the holders into shares of common stock. In connection with this offering, the
seven investors also received warrants to purchase a total of 3,600,000 shares
of our common stock at an exercise price equal to 120% of the market price of
our common stock as of the date the warrants were issued. The warrants are
exercisable when issued and have a term of five years. The securities were sold
in a private placement to only accredited investors pursuant to 4(2) of the
Securities Act.

On November 15, 2000, we agreed to amend the Securities Purchase
Agreement to issue 3,996,113 restricted shares of common stock to the selling
shareholders and to increase the principal amount of the debentures held by the
selling shareholders in consideration for the selling shareholders' waiver of
any of our defaults and breaches of the prior Securities Purchase Agreement.

During the period from our incorporation through the present we have
granted options to purchase common stock to our employees, officers and
consultants pursuant to our 1998 stock option plan. These options were granted
pursuant to the exemption from the registration requirements set forth in
Section 3(b) of the Securities Act and Rule 701 promulgated thereunder. The
option share exercise prices between $0.095 and $1.62 per share. No payment was
received by the company in connection with the grant of the options.

-51-
<PAGE>
Item 27. EXHIBITS

EXHIBIT NUMBER DOCUMENT
-------------- --------

* 3.1 Articles of Incorporation.

* 3.2 Amendment to Articles of Incorporation

* 3.3 Amendment to Articles of Incorporation.

* 3.4 By-laws.

* 4.1 Form of Certificate Evidencing shares of Common Stock of World
Wide Wireless Communications, Inc.

* 4.2 Convertible Unsecured Debenture for $740.000 issued by World
Wide Wireless Communications, Inc. to Credit Bancorp.

*** 5.1 Opinion of Foley & Lardner with respect to the
legality of the shares being registered.

* 10.1 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network.

* 10.2 South Bend MMDS Lease Agreement.

* 10.3 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Vail, Colorado.

* 10.4 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Aspen, Colorado

* 10.5 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Casper, Wyoming.

* 10.6 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Grand Rapids, Michigan.

* 10.7 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network La Grande, Oregon,

* 10.8 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Pierre, South Dakota.

* 10.9 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Ukiah, California.

* 10.10 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Key West, Florida.

10.11 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Hilo, Hawaii.

10.12 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Hot Springs, Arkansas.

10.13 Supply Agreement between World Wide Wireless Communications,
Inc. and Andrew Corporation dated March 13, 2000.

* 10.14 Stock Purchase Agreement dated November 30, 1999 Between
Infotel Argentina S.A. and World Wide Wireless Communications,
Inc.

* 10.15 Agreement for Purchase of All Outstanding Shares of digital
Way, S.A. by World Wide Wireless Communications, Inc., dated
February 29, 2000.

* 10.16 Letter of Intent dated March 22, 2000 Between SALTEL and
World Wide Wireless Communications, Inc.

* 10.17 Security Purchase Agreement Among World Wide Wireless
Communications, Inc. and the Purchasers Named Therein.

-52-
<PAGE>
EXHIBIT NUMBER DOCUMENT
-------------- --------

* 10.18 Registration Rights Agreements Among World Wide Wireless
Communications, Inc. and the Purchasers Named Therein.

* 10.19 Escrow Agreement Among the Purchasers Named Therein, the
Representative of the Purchasers and the Escrow Agent.

* 10.20 Form of Debenture of World Wide Wireless Communications, Inc.
with Respect to the 4% Convertible Debenture Due 2005.

* 10.21 Form of Warrant to Purchase Shares of World Wide
Communications, Inc. Issued in the Offering.

10.22 Second Amendment dated November 15, 2000 to the Securities
Purchase Agreement between World Wide Wireless Communications,
Inc. and the Purchases Named Therein.

** 10.23 Compromise and Settlement Agreement between World Wide
Wireless Communications, Inc. and Corporate Solutions LLC,
dated May 25, 1999.

10.24 Written Agreement between Jorge Emilio Zedan and Douglas
Haffer.

10.25 Employment Agreement between Douglas Haffer and World Wide
Wireless Communications, Inc.

10.26 World Wide Wireless Communications, Inc. Incentive Stock
Option Plan

* 21.1 Subsidiaries

*** 23.1 Consent of Foley & Lardner.

23.2 Consent of Reuben E. Price & Co.

27.1 Financial Data Schedule.

* Filed with the registration statement on Form SB-2 filed with the
Securities and Exchange Commission on May 31, 2000.

** Filed with the registration statement on Form SB-2 filed with the
Securities and Exchange Commission on June 30, 2000.

*** To be filed by Pre-effective Amendment.

-53-
<PAGE>

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.

b) 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.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

c) The Registrant hereby undertakes that:

1) For the purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be a part of this
registration statement as of the time it was declared effective.

2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and this offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

-54-
<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 to be signed on its behalf by the undersigned on December
14, 2000.

World Wide Wireless Communications, Inc.

By /s/ DOUGLAS P. HAFFER
-----------------------------------------
Douglas P. Haffer
President, Chief Executive Officer and Chief Financial Officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

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

/s/DOUGLAS P. HAFFER President & CEO, CFO and Chairman December 15, 2000
--------------------
Douglas P. Haffer

/s/WAYNE CALDWELL Vice President and Director December 15, 2000
-----------------
Wayne Caldwell

Director December 15, 2000
-----------------------
Mohammad Ali Guidfar

/s/RAMSEY SWEIS Director December 15, 2000
-----------------------
Ramsey Sweis

Director December 15, 2000
-----------------------
Robert Klein

-55-