WORLD WIDE WIRELESS COMMUNICATIONS INC, 10KSB, 2000-12-28

WORLD WIDE WIRELESS COMMUNICATIONS INC
10KSB, 2000-12-28
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended September 30, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from ___________________ to
__________________

Commission file number:

World Wide Wireless Communications, Inc.
(Name of small business issuer in its charter)

Nevada 860887822
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

520 Third Street, Suite 101, Oakland, California 94607
(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (510) 839-6100

Name of each exchange on which registered: OTC Bulletin Board under the trading
symbol WLGS

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

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.01 par value per share
(Title of class)

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

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10KSB. [ ]

Issuer's revenues for its most recent fiscal year: $524,245

Aggregate market value of voting stock held by non-affiliates of the issuer as
of December 18, 2000: $14,719,124

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 88,332,644 shares of common stock as
of November 30, 2000.

Documents incorporated by reference: None.
Transitional Small Business Disclosure Format: Yes ___ No X
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World Wide Wireless Communications, Inc.

Index to Annual
Report on Form 10-KSB
For The Fiscal Year Ended September 30, 2000

Page

Item 1. Description of Business.............................................3

Item 2. Description of Property............................................17

Item 3. Legal Matters......................................................18

Item 4. Submission of Matters to a Vote of Security Holders................19

Item 5. Market for Common Equity and Related Stockholder Matters...........20

Item 6. Management's Discussion and Analysis of Financial Statements
and Results of Operations............. ..........................21

Item 7. Financial Statements...............................................23

Item 8. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure.............. ..........................23

Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act ...............24

Item 10. Executive Compensation.............................................26

Item 11. Security Ownership of Certain Beneficial Owners and Management.....27

Item 12. Certain Relationships And Related Transactions.....................29

Item 13. Exhibits and Reports on Form 8-K...................................29

SIGNATURES....................................................................30

Item 14. EXHIBITS...........................................................31

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PART I

Item 1. Description of 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, Worldwide
Wireless, Inc., TSI Technologies, Inc. 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, Inc. then
changed its name to World Wide Wireless Communications, Inc. and began trading
on the OTC Bulletin Board under the symbol WLGS. Worldwide Wireless, Inc.
remains a significant shareholder in our company, but it 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 by ourselves or through our subsidiaries. We
have also applied for reinstatement of our subsidiary's license in Argentina. We
plan to purchase or lease additional wireless Internet frequencies in the United
States and abroad, should we receive additional funding.

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 enhance wireless communications in the
future by 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 upon the opening of a filing
window. On March 23, 2000, the FCC announced the initial filing window for two
way authorization which eventually took place between August 14, and August 18,
2000. 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

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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.

Opportunities in broadband wireless access are increasing globally as
Europe, Latin America, Asia Pacific and Canada join the United States in
promoting 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 which 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 Optic-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.

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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 5.0 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 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. 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

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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. 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 Systems.

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 2.5 GHz
to 3.0 GHz and in similar frequency ranges up to around 5.0 GHz 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 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 December 2000, we lease, own or possess reversionary rights to
licensed frequencies in the following additional locations:

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Location State/Country
Hot Springs Arkansas
Aspen Colorado
Vail Colorado
Hilo Hawaii
Grand Rapids Michigan
Key West Florida
Ukiah California
La Grande Oregon
Pierre South Dakota
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

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* 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.

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 nine 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. Commercial service
commenced in this location in December 1999. Because the high-speed wireless
component of the Mt. Diablo operations is only available in

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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.

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 amended agreement 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, and Pierre, South Dakota. We recently entered into
an agreement with Shekinah Network to lease their excess airtime capacity in Hot
Springs, Arkansas and Hilo, Hawaii.

We signed an agreement to acquire 51% of Infotel Argentina, S.A. in
November, 1999. We intend to commence operations in Buenos Aires, Argentina as
soon as we obtain the necessary licenses. We have secured 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 certain non-operating lower
frequency licenses. As a result the licenses for which we had submitted 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 may 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 inaugurate services in Thailand subject to funding.
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. Ltd, currently owns frequencies in Bangkok and throughout
"up-country" Thailand.

Upon receipt of our frequency licenses and additional funding, 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

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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 $750,000 and has agreed to
return the remaining $250,000 by January 1, 2001. The remaining $250,000 owed is
secured by a guarantee from Lafise Bank Limited.

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 are looking to license this technology to a third party developer in
order to potentially create a royalty stream of income. However, we cannot
guarantee that we will enter into such an agreement.

Competition

Our competitive business position is largely dependent on the various
markets in which we operate.

United States

The telecommunications market in the United States is highly
competitive and largely deregulated, although the FCC still plays a prominent
role. We are focusing our strategy on underserved rural areas that are less
economically viable for high speed wireline or cable-modem services. Although
other fixed wireless providers, such as Sprint and Worldcom/MCI, may eventually
become competitors, in the next few years these operators will likely focus on
the more lucrative opportunities offered by larger markets. We believe that
markets in which we have licenses, such as Key West and Aspen, will not be the
focus of these service providers in the near future which we hope will enable us
to establish our services in these markets before other larger companies enter
these markets. Other potential competitors such as satellite broadband and
dial-up Internet

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service providers currently provide less bandwidth than do service providers
using our frequencies which can result in some instances in transmission delays
and downstream service interruptions, particularly in bad weather.

Peru

The Peruvian Internet market is still dominated by the former monopoly,
Telefonica del Peru, which provides basic dedicated, hosting and high-speed
wired services. Access connections are limited by the limited personal computer
and cable penetration rates, as well as low availability of local content.
Although Bell South and AT&T Latin America plan to enter the Internet service
provider marketplace, we believe it is a lower priority than providing their
basic telephony services. Diginet Americas has entered Peru with a fixed
wireless broadband service. Diginet Americas intends to provide "point to
multipoint" services such as ours. Most of the less prominent Internet service
provider companies are focusing on the Lima-Callao market where there are
numerous high-income and corporate customers.

Argentina

Argentina's Internet service provider market is relatively competitive,
with four significant Internet access providers, none of which possesses a
market share greater than 25%, however, taken together, these four companies
represent about 80% of the total Internet service provider market. We believe
that some of the cable providers have entered or plan to enter, the dial-up and
cable-modem markets. In addition, Velocom and Millicom, two Argentine companies,
have recently entered the market using wireless spectrum (3.5 GHz) in a similar
range as ours. Winstar, an American company, recently rolled out Internet
service provider services in Buenos Aires using higher bandwidth than ours.
Winstar primarily plans to concentrate on large businesses. We plan to focus our
efforts on small to medium size businesses if our license is restored. We
believe that services on our frequencies, if the government reinstates our
licenses, provide for a geographically longer-range of coverage.

Thailand

Pyramid Research, a research firm, indicates that there are currently
at least four competitors for us in the Internet service provider market in
Thailand. However, it reports that none of them have more than 30% of the
market. Fixed wireless technology is not yet prevalent in Thailand providing a
good potential environment for our technology.

India

Slow deregulation has stifled competition in the Indian Internet
service provider market. The former monopoly, VSNL, still retains a significant
majority of all Internet access connections. Currently, in order to provide
internet access in India a company must first apply for an Internet service
provider license. The Indian government has indicated that it considers Internet
access a top priority and intends to increase availability of such licenses. We
anticipate that our current relationship with certain Indian contacts will
ultimately allow us to gain access to additional licenses and an Internet
service provider license. At this point, our four major competitors are the
former telephone monopoly (VSNL), Satyam Infoway, Regional Monopoly (MTNL) and
Cable Satellite Network "Zee".

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.

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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, and has national and international
long-distance concessions as well as value added licenses for services in Peru.
The purchase price for Digital Way consisted of $400,000 in cash and 181,700
shares of common stock. If Digital Way offers us additional spectrum, we have an
option to pay additional consideration for these. 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 $750,000 and has agreed to return the remaining $250,000 by January 1,
2001. The remaining $250,000 owed is secured by a guarantee from Lafise Bank
Limited.

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 other countries. 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.

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<PAGE>

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

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<PAGE>
Employees

As of December 21, 2000, we had a total of 8 full time employees at our
headquarters in Oakland, CA and an additional 26 full time employees in the
office of our subsidiaries.

Our employees do not belong to a union and we are not subject to any
collective bargaining agreements. We believe that our relationship with our
employees is good.

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,

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<PAGE>
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 might 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.

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.

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<PAGE>

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, which has
effectively delayed consideration of our application. In September 2000, the
government of Argentina revoked licenses for certain lower transmission
frequencies, 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.

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

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<PAGE>

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 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 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.

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<PAGE>

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 Form 10-KSB 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
should not place undue reliance on these forward-looking statements, which apply
only as of the date of this prospectus.

Item 2. Description of Property

We own no real estate, and all of our locations are leased from
independent third parties as follows:

Location Footage Lease Expiration
-------- ------- ----------------
520 Third Street 6000 June 4, 2004
Oakland, CA 94607

2962 Treat Boulevard 1680 April 30, 2000 (month to
Suite C month thereafter)
Concord, CA 94518

Esmeralda 684, 10th Floor 1500 December 31, 2003
Buenos Aires, Argentina

285 Los Rosales 4th Floor 4350.34 May 1, 2010
San Isidro 57.33
Lima, Peru 40.99
(consists of three offices
in the same building)

Our business headquarters is located at 520 Third Street, Oakland,
California, 94607. We also have offices located in Concord, California and
Buenos Aires, Argentina. 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.

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<PAGE>

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 its 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.
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. 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.

Item 3. Legal Matters

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.

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

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<PAGE>

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of the security holders through the
solicitation of proxies or otherwise.

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<PAGE>

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Our company's common stock has been traded on the OTC Bulletin Board
under the symbol "WLGS". The average high and low bid prices, as reported by the
OTC Bulletin Board are as follows:

----------------------- ---------------------- --------------------
Quarter End Low Bid High Bid
----------------------- ---------------------- --------------------
9/30/98 0.11 0.60
----------------------- ---------------------- --------------------
12/31/98 0.09 0.51
----------------------- ---------------------- --------------------
3/31/99 0.12 0.51
----------------------- ---------------------- --------------------
6/30/98 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
----------------------- ---------------------- --------------------

The quotations provided above reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual
transactions.

Since our shares began trading on the OTC Bulletin Board in 1997, the
prices for our shares have fluctuated widely. There may be many factors which
may explain these variations, but we believe that the following are some of
these factors:

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.

There are approximately 269 holders of record of our common stock as of
November 30, 2000.

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, and 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

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<PAGE>

these rules. These rules may adversely affect the ability of broker-dealers and
others to sell our shares or to sell shares in the secondary market.

No cash dividends have been declared to date on our company's common stock. We
expect that all earnings, if any, will be retained to finance the growth of our
company and that no cash dividends will be paid for the foreseeable future.

Item 6. Management's Discussion and Analysis of Financial Statements and Results
of Operations

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

Results of Operations

We did not generate any revenues by providing wireless internet
services during fiscal 1999 and we generated only approximately $524,000 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 $8,565,788 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.

Liquidity and Capital Resources

As of September 30th, 2000 our total working capital was $2,403,009.
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.

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 there is substantial
doubt about our ability to continue as a going concern, dependent upon our
ability to meet our future financing requirements, and the success of our future
operations, the outcome of which 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 $6,652,699 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

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<PAGE>
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 of 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.

On August 10, 2000, we agreed with the investors to modify certain
terms of the earlier funding agreement. Under the new terms of this agreement,
we issued an additional 1,368,000 shares of common stock to the investors, in
exchange for $1,920,000 and the investors' forbearance of certain rights under
the original agreement. The conversion price of the subordinated debentures was
amended to the lesser of 110% of the average per share market value for the five
consecutive trading days immediately preceding the original issue date and 85%
of the average per share market value for the five consecutive trading days
immediately prior to the conversion date. We also agreed to change the floor
price to $1.00 for the period between August 10, 2000 and October 14, 2000,
$0.64 from the period between October 14, 2000 and April 14, 2001, and zero
thereafter. Notwithstanding these changes, under this amendment if our revenues
for fiscal year 2000 fall below $13.5 million than the floor price will be zero
as of April 1, 2001. Furthermore, the exercise price of the warrants to purchase
our shares was changed to $2.00.

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 and the first amendment by us which
occurred prior to the closing date of this Second Amendment. 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.

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 prices 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 Second Amendment requires that a registration statement be filed by
December 15, 2000 and must be made effective by May 15, 2001. A registration
statement was filed with the SEC on December 15, 2000. 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 shareholders' 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,
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
in order to execute our current business plan. 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, and Thailand, and
Argentina assuming that

-22-
<PAGE>

our licenses are 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
8 full-time employees at our headquarters office and approximately 26 additional
full time 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.

Inflation

Inflation does not currently affect our operations, and we do not
expect inflation to affect them in the foreseeable future.

Item 7. Financial Statements

The selected financial data presented below for the years ended September 30,
2000 and September 30, 1999 were derived from the consolidated financial
statements of the Company, which were audited by Rueben E. Price & Co.,
independent certified public accountants, and which are included elsewhere in
this Form 10-KSB. This selected consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Company's consolidated financial statements
(including the notes thereto) included elsewhere in this Form 10-KSB.

Page
Independent Auditor's Report F-2

Consolidated Balance Sheets F-3

Consolidated Statements of Income F-4

Consolidated Statements of Changes in Stockholders' Equity F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

There have been no changes in or disagreements with our independent
auditors regarding accounting and financial disclosure required to be reported
under this item.

-23-
<PAGE>

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

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 Board, April 1998 to present
CEO and CFO
Wayne Caldwell.......... 49 Director, Vice President Vice President:
and Secretary November 1999 to
present
Secretary: December
1999 to present
Director: January
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
*Effective December 15, 2000, Mr. Guidfar resigned from the Board of Directors.

Douglas P. Haffer has practiced law in San Francisco, Beverly Hills,
and Washington D.C. for twenty-five years. During that time he 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 our Vice President and Counsel since
November 1999. 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 another 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

-24-
<PAGE>

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.

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. Mr. Klein has spent
the past five years 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.

Limitation of Liability and Indemnification Matters

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.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our
company's officers and directors, and persons who own more than 10% of a
registered class of our company's equity securities, to file reports of

-25-
<PAGE>

ownership and changes in ownership with respect to the securities of our company
and its affiliates with the SEC and to furnish copies of these reports to our
company. We believe that during fiscal year 2000, Douglas Haffer, Wayne
Caldwell, Ramsey Sweis, Robert Klein and Dana Miller each filed a Form 3 late.
Ramsey Sweis filed a Form 4 late. We believe that Mohammad Ali Guidfar and
Worldwide Wireless Inc. have not filed the required Form 3.

Item 10. Executive Compensation

Employment Agreements

We have entered into an employment agreement with Mr. Douglas 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.

The following table sets forth certain information concerning
compensation paid or accrued for the fiscal year ended December 31, 1999 by us
to or for the benefit of our chief executive officer and our other executive
officers whose total annual compensation for 1999 exceeded $100,000.

<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation Long-Term Compensation
----------------------------------------------------------------
Awards
----------------------------
Restricted Securities
Stock Underlying
Awards Options and
Name and Principal Position Salary Bonus Warrants
--------------------------------------------------------------------------------------------------------------------
<S> <C> <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

</TABLE>

-26-
<PAGE>
<TABLE>
Individual Grants
<CAPTION>
Number of Percent of
Securities options Options
Fiscal Year Underlying granted to Exercise Exercised
Options Options employees Price as of Expiration
Granted Granted from 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.

<TABLE>
<CAPTION>
Aggregated Options/ SAR Exercises at September 30, 2000
-------------------------------------------------------
Number of Securities Underlying Value of Unexercised In-
Unexercised Options/SARS at the-Money Options/ 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>

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding beneficial
ownership of our common stock as of November 30, 2000, by:

o each person who is known to own beneficially more than 5% of
the outstanding shares of our common stock;

o each of our directors; and

o all our directors and executive officers as a group.

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

-27-
<PAGE>

options or warrants, but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person or entity.

The persons listed below have sole voting and investment power with
respect to all shares of common stock shown as being beneficially owned by them,
subject to community property laws, where applicable. The number of shares
column in the table includes shares issuable upon exercise of options and
warrants exercisable within 60 days of November 30, 2000. The number of options
and warrants exercisable within 60 days of November 30, 2000 are listed in the
shares issuable upon exercise of options or warrants column. The address of all
directors and officers is care of World Wide Wireless Communications, Inc., 520
Third Street, Oakland, California, 94607.

<TABLE>
<CAPTION>
Shares Issuable
Name of Named Executive Officer, Number of Percentage Upon Exercise of
Director, or Beneficial Owner Shares Ownership Options or Warrants
----------------------------- ------ --------- -------------------
<S> <C> <C> <C>
Douglas P. Haffer (1) 7,341,073 8.3% 1,600,000

Wayne Caldwell (2) 1,000,000 * 1,000,000

Ramsey Sweis (3) 250,000 * 250,000

Robert Klein (4) 250,000 * 250,000

Mohammad Ali Guidfar (5)* 200,000 * 100,000

Executive Officers and Directors 10,370,073 1.2%
shares as a Group

Worldwide Wireless, Inc. (6) 17,315,170 19.6%
C/o Lofton & Associaties
3233 East Broadway
Long Beach, CA 90803
------------------------------------------
* Less than 1%

* Effective December 15, 2000 Mr. Guidfar resigned from the Board of Directors.

(1) The 1,600,000 shares subject to options are immediately exercisable.

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

(3) The 250,000 shares subject to options are immediately exercisable.

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

(5) 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.

(6) 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.
</TABLE>

-28-
<PAGE>

Item 12. Certain Relationships And Related 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.

Item 13. Exhibits and Reports on Form 8-K

(a) The exhibit list is located at the end of this report.

(b) We filed no Form 8-Ks during the fourth quarter.

-29-
<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on December 21, 2000.

World Wide Wireless Communications, Inc.

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

In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant in the capacities indicated on December 21, 2000:

Signature Title Date

/s/ DOUGLAS HAFFER Director, Chief Executive Officer, December 21, 2000
------------------ Chief Financial Officer and
Douglas Haffer Chairman of the Board (Principal
Financial and Accounting Officer)

/s/ WAYNE CALDWELL Director, Vice President and December 21, 2000
------------------ Secretary
Wayne Caldwell

/s/ RAMSEY SWEIS Director December 21, 2000
------------------
Ramsey Sweis

Director December 21, 2000
------------------
Robert Klein

-30-

<PAGE>

Item 14. Exhibit List

ITEM (601) 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.

* 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 Reserved

* 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 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.

-31-
<PAGE>
ITEM (601) DOCUMENT
---------- --------

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

* 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 Amendment to the Securities Purchase Agreement entered into
between World Wide Wireless Communications and the selling
shareholders named therein.

*** 10.23 Second Amendment to the Securities Purchase Agreement entered
into between World Wide Wireless Communications and the selling
shareholders name therein.

10.24 Agreement between World Wide Wireless Communications, Inc. and
Mr. Neelam Kumar Oswal.

10.25 Joint Venture Agreement between World Wide Wireless
Communications, Inc. and World Thai Star Co. Ltd.

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

*** 10.27 Written Agreement between Jorge Emilio Zedan and World Wide
Wireless Communications, Inc.
*** 10.28 Employment Agreement between Douglas Haffer and World Wide
Wireless Communications, Inc.
*** 10.29 World Wide Communications, Inc. Incentive Stock Option Plan

* 21.1 Subsidiaries

27.1 Financial Data Schedule.

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

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

*** Filed with the registration statement on Form SB-2 with
the Securities and Exchange Commission on December 15,
2000.

-33-

<PAGE>

Index to Consolidated financial statements

Independent Auditor's Report.................................................F-2

Consolidated Balance Sheet...................................................F-3

Consolidated Statements of Operations and Comprehensive Income...............F-4

Statements of Shareholders' Equity...........................................F-5

Consolidated Statements of Cash Flows........................................F-6

The accompanying notes are an integral part of these financial statements....F-6

Notes to Consolidated Financial Statements...................................F-7

F-1

<PAGE>

Independent Auditor's Report

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. We did not audit the balance sheet and related statement of income, cash
flows and shareholders equity of Infotel Argentina and Digital Way. These
statements were audited by other auditors whose reports have been furnished to
us, and our opinion, insofar as it relates to amounts included for Infotel
Argentina and Digital Way, is based solely upon the reports of the other
auditors. Infotel Argentina was purchased on December 31, 1999 and Digital Way
was purchased on February 29, 2000, in transactions accounted for as purchases.
The financial statements of the newly acquired subsidiaries are included in the
consolidated financial statements of World Wide Wireless Communications, Inc.
and reflect total assets of 5% for Infotel Argentina and 5% for Digital Way for
the year ended September 30, 2000. These financial statements are the
responsibility of World Wide Wireless Communications, Inc.'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 2, the
Company has suffered recurring losses 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 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Reuben E. Price & Co.
December 13, 2000

F-2

<PAGE>

World Wide Wireless Communications, Inc.
Consolidated Balance Sheet

Assets

Current Assets: September 30, 2000
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
------------

Frequency licenses 1,175,067
------------

Option on frequency licenses 500,000
------------
Deposits in Acquisition 395,012
------------
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 61,775
------------

Total Assets $ 9,703,562
============

Liabilities and Stockholders' Equity

Current Liabilities:
Accounts payable $ 1,645,829
Accrued expenses 715,720
------------

Total Current Liabilities 2,361,549

Convertible debentures 5,227,678
------------

Total Liabilities 7,589,227
------------
Commitments and Contingencies -
Minority interest 115,150
------------
Stockholders' Equity:
Common stock, par value $ .001 per share,
100,000,000 shares authorized,
86,264,163 issued and outstanding 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.

F-3
<PAGE>

World Wide Wireless Communications Inc.
Consolidated Statements of Operations and Comprehensive Income

For the Year Ended For the Year
September 30, 2000 Ended
September 30, 1999

Revenue $ 524,245 $
Cost of revenue 336,716
------------ -----------
Gross profit 187,529
------------ -----------

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

Total Operating Expenses (8,565,788) (2,383,330)
------------ -----------

Operating (Loss) (8,378,259) (2,383,330)
------------ -----------

Other Income (Expense)
Interest income 52,857 -
Interest (expense) (70,706) -
------------ -----------
Total Other (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 and Diluted Weighted Average
Shares Outstanding 81,656,614 56,113,645
============ ============

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

F-4

<PAGE>

World Wide Wireless Communications, Inc.
Consolidated Statements of Cash Flows

For the Year For the Year
Ended Ended
September 30, 2000 September 30, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:

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
Impairment loss 1,500,00
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 accounts payable, trade 1,645,829
Increase in accrued expenses 224,251 4,321
------------ -------------
Net Cash (Used) by Operating
Activities (4,813,053) (1,832,324)
------------ -------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of fixed assets (2,531,850) (336,384)
Refund receivable (500,000)
Deposits in acquisition (395,012)
Acquisition of frequency licenses (1,175,067)
Acquisition of intangible assets (41,327)
Acquisition of option on
frequency licenses - (500,000)
------------ -------------
Net Cash (Used) by Investing
Activities (4,643,256) (836,384)
------------ -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debentures 5,639,678 328,000
Proceeds from issuance of common stock 6,652,699 2,614,074
------------ -------------
Net Cash Provided by Financing
Activities 12,292,377 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 $ -

The accompanying notes are an integral part of these financial statements

F-5
<PAGE>

World Wide Wireless Communications, Inc.
Statements of Shareholders' Equity

Common Stock

<TABLE>
<CAPTION>
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 2,433,330 2,433 1,140,012 1,142,445

Common stock issued for
acquisition of
subsidiaries 635,645 636 1,499,364 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>

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

F-6
<PAGE>

Notes to Consolidated Financial Statements

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.

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.

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.

Inventory

Inventory is entirely made up of equipment intended to be sold to customers
as part of the Company's fixed wireless internet services. Inventory is
valued at the lower of cost or market.

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.

F-7

<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.

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.

Recent Accounting Pronouncements

In June 1998 and June 1999 respectively, the Financial Accounting Standards
Board issued SFAS No. 133 "Accounting for Derivative Instruments and
Hedging Activities" (SFAS No. 133), and SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities- Deferral of the Effective
Date of FASB No. 133" (SFAS no.137). The Company is required to adopt SFAS
No. 133 and SFAS no. 137 in the year ended September 30, 2001. These
pronouncements establish methods of accounting for derivative financial
instruments and hedging activities related to those instruments as well as
other hedging activities. To date, the Company has not entered into any
derivative financial instruments or hedging activities.

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".

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 $15,155,249 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. There is no assurance that management
will be successful in its efforts.

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 $900,000 in cash and $600,000 paid in 454,545 shares of company stock.
Infotel also engages in telephone system integration and

F-8
<PAGE>

NOTE 3 -- ACQUISITIONS (continued)

engineering projects. The minority interest in net loss is not recognized,
because the Company anticipates being fully responsible for the
subsidiaries losses.

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.

Peru

On February 29, 2000, the Company purchased 100% of Digital Way S.A., a
Peruvian telecommunications company. The price was $1,300,000, made up of
$400,000 cash and $900,000 paid in 181,100 shares of 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 Argentina 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:

F-9
<PAGE>

NOTE 3 -- ACQUISITIONS (continued)

September 30,
2000 1999
---- ----
Total Assets $ 9,703,562 $ 1,472,125
Total Liabilities 7,633,671 979,553
Total Shareholders Equity 2,069,891 3,492,572

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

NOTE 4 -- COMMITMENTS AND CONTINGENCIES

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 6, 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. Credit Bancorp notified the Company that it wants
to convert the debentures into common stock. As of December 2000, the
Company has not issued the securities.

F-10

<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, 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 $60,000 per fiscal year ending September 30, 2001
through 2004.

Administrative

The Securities and Exchange Commission (SEC) commenced an informal inquiry
of the Company in August 2000. Management has voluntarily complied with
their requests for information and intends to fully cooperate with the
inquiry.

F-11
<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:

2001 2002 2003 2004 Remainder
---- ---- ---- ---- ---------
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 69,600 60,000 60,000 60,000 None
Transmission sites 42,000 42,000 42,000 42,000 None
-------- -------- -------- --------
Total $263,976 $254,376 $244,411 $176,936 None

NOTE 5 -- STOCKHOLDERS EQUITY

During the fiscal year ended September 30, 2000, the Company sold
11,548,745 shares of its common stock for net cash proceeds of $6,652,699.
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 the acquisition of subsidiaries 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

F-12
<PAGE>

NOTE 6 -- OPTIONS ON FREQUENCY LICENSES (continued)

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.

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 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:

Fiscal years ended September 30,
2000 1999
---- ----
Amount % % %
------ - - -

Computed income tax benefit
at statutory rate $ 2,848,407 (34)% $ 810,332 $(34)
Operating loss with no
current tax benefit (2,848,407) (34)% ($810,332) (34)%
----------- ---------

Income tax benefit None None

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

NOTE 8 -NET LOSS PER COMMON 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.

F-13

<PAGE>

NOTE 8 -NET LOSS PER COMMONS SHARE (continued)

Fiscal Year Ended
September 30,
2000 1999
---- ----
Net Income (Loss) $(8,397,268) $(2,383,330)
=========== ===========

Weighted average number of common shares 81,656,614 56,113,645
=========== ==========
Basic and diluted loss per share
$ (0.10) $ (0.04)
=========== ===========

The following common stock equivalents have been excluded from the
dilutive computation, as their inclusion would be anti-dilutive.

Stock Options 3,750,000 2,950,000
Convertible warrants 3,600,000 -
----------- -----------

7,350,000 2,950,000
=========== ===========

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:

2000 1999
---- ----
Average Average
Number of Exercise Number of Exercise
Shares Price Shares Price
Options outstanding October 1 500,000 0.095 - -
Granted - - 500,000 0.095
Cancelled/Expired - - - -
Exercised - - - -
------------------------------------------
Options outstanding, September 30 500,000 0.095 500,000 0.095
======= ===== ======= =====

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.

Combined transactions in employee options for the fiscal years ended
September 30, 2000 and 1999 are as follows:

F-14
<PAGE>

NOTE 9 - STOCK OPTION PLANS (continued)

2000 1999
---- ----
Average Average
Number of Exercise Number of Exercise
Shares Price Shares Price
Options outstanding October 1 2,450,000 $0.095 800,000 $0.095
Granted 1,600,000 1.125 1,650,000 0.095
Cancelled/Expired (800,000) 0.095 - -
Exercised - - - -
-------------------------------------------
Options outstanding, September 30 3,250,000 0.602 2,450,000 0.095
========= ====== ========= ======

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: $(8,396,108) $(2,383,330)
=========== ==========
Pro forma $(8,391,562) $(2,441,575)
=========== ===========
Basic and Diluted loss per share:
As reported
$ (0.10) $ (0.04)
=========== ===========
Pro forma $ (0.10) $ (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%

NOTE 10 - SEGMENT INFORMATION

September 30, 2000
------------------
USA Argentina Peru
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 Sales - 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)

F-15

<PAGE>

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.

On August 10, 2000, the Company agreed with the investors to modify certain
terms of the earlier funding agreement. Under the new terms of this
agreement, the Company issued an additional 1,368,000 shares of common
stock to the investors, in exchange for $1,920,000 and the investors'
forbearance of certain rights under the original agreement. The conversion
price of the subordinated debentures was amended to the lesser of 110% of
the average per share market value for the five consecutive trading days
immediately preceding the original issue date, and 85% of the average per
share market value for the five consecutive trading days immediately prior
to the conversion date. The Company also agreed to change the floor price
to $1.00 for the period between August 10, 2000 and October 14, 2000, $0.64
from the period between October 14, 2000 and April 14, 2001, and zero
thereafter. Notwithstanding these changes, under this amendment, if the
Company's revenues for fiscal year 2000 fall below $13.5 million, then the
floor price will be zero as of April 1, 2001. Furthermore, the exercise
price of the warrants to purchase the Company's shares was changed to
$2.00.

After September 30, 2000, the Company reached an agreement with the
investors amending the original securities agreement and the first
amendment thereto. In exchange for a waiver by the investors for any
breach of the original agreement and the first amendment, 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 investors 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.

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