UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended December 31, 1999
Commission File No. 0-08507
BroadBAND Wireless International Corporation
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(Name of small business issuer in our charter)
Black Giant Oil Company
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(Former Name of small business issuer)
Nevada 75-1441442
------ ----------
(State or other jurisdiction of (IRS Employer ID Number)
incorporation or organization)
1301 Avenue M (Post Office Box 31) Cisco, Texas 76437
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 254-442-3968
Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 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 ___
---
The number of shares of our common stock, par value $0.0125,
outstanding as of February 18, 2000, was 71,356,537.
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Table of Contents
PART I - FINANCIAL INFORMATION.................................................3
-
ITEM 1. FINANCIAL STATEMENTS....................................3
-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION.......................................7
PART II - OTHER INFORMATION..................................................11
ITEM 2. USE OF PROCEEDS........................................11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....12
ITEM 5. OTHER INFORMATION......................................12
INDEX TO EXHIBITS.............................................................16
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Except as otherwise required by the context, references in this quarterly report
to "the Company," "we," "our" and "us" refer to BroadBAND Wireless International
Corporation. We have prepared the financial statements included herein without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. However, in the opinion of management, all
adjustments necessary to present fairly the financial position and results of
operations for the periods presented have been made. The financial statements
should be read in conjunction with the financial statements and notes thereto
included in its SEC Form 10-KSB for the period ended March 31, 1999.
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<TABLE>
<CAPTION>
BLACK GIANT OIL COMPANY
BALANCE SHEETS
Assets
Dec. 31, 1999 March 31, 1999
------------- --------------
(Audited)
<S> <C> <C>
Current assets:
Cash $ 624 $ 119
Accounts receivable - Signature Motorcars 46,000 -
Prepaids 5,000 5,000
----------------- ----------------------
Total current assets 51,624 5,119
Other assets:
Intangible asset - revenue stream 125,000 -
Net assets of discontinued operations 157,593 157,593
----------------- ----------------------
$ 334,217 $ 162,712
================= ======================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $29,167 $ 18,860
Advances from officer 10,675 13,325
----------------- ----------------------
Total liabilities 39,842 32,185
----------------- ----------------------
Convertible debt (Note 2) 100,010 100,010
Commitments and contingencies (Note 5) - -
Stockholders' equity:
Preferred stock, $.10 par value, 10,000,000 shares
authorized; none issued and outstanding - -
Common stock, $.0125 par value, 100,000,000 shares
authorized; 44,009,977 and 22,262,477
shares issued and outstanding 550,125 278,532
Additional paid-in capital 1,317,874 1,314,497
Stock to be issued - 16,250
Accumulated deficit (1,632,233) (1,537,362)
----------------- ----------------------
235,766 71,917
Less treasury stock (20,070 shares, at cost) (41,400) (41,400)
----------------- ----------------------
Total stockholders' equity 194,366 30,517
----------------- ----------------------
$ 334,217 $ 162,712
================= ======================
</TABLE>
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<TABLE>
<CAPTION>
BLACK GIANT OIL COMPANY
STATEMENTS OF OPERATIONS
Three Months Nine Months Ended
Ended
Dec. 31, Dec. 31,
-------- --------
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues:
Miscellaneous income $ 345 $ 130 $ 515 $ 652
Total revenues 345 130 515 652
General and 58,008 7,114 86,264 24,392
administrative
58,008 7,114 86,264 24,392
Loss from
operations (57,663) (6,984) (85,749) (23,740)
Other income (expense):
Interest expense (5,588) (3,400) (12,388) (10,200)
Loss from (10,384) (98,137) (33,940)
continuing (63,251)
operations
Discontinued operations 1,996 3,132 3,266 12,577
Net loss $ (61,255) $ (7,252) $ (94,871) $ (21,363)
From continuing $ (0.00) $ (0.00) $ (0.00) $ (0.00)
operations
=================== ============== ================ ==================
Net loss $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=================== ============== ================ ==================
Weighted average common 29,600,810 14,350,227 26,815,921 14,350,227
shares outstanding
=================== =============== ================ ==================
</TABLE>
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<TABLE>
<CAPTION>
BLACK GIANT OIL COMPANY
STATEMENTS OF CASH FLOWS
Nine Months
Ended
December 31,
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (94,871) $ (21,363)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Issuance of common shares for services 49,344 -
Issuance of common shares for interest 4,375 -
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities 10,307 9,863
Net cash provided by (used in) operating activities (30,845) (11,500)
Cash flows from financing activities:
Sale of common stock 80,000 5,000
Loan to Signature Motorcars (46,000) -
Advances from officer (2,650) 7,850
Net cash provided from financing activities 31,350 12,850
Net increase (decrease) in cash and cash equivalents 505 1,350
Cash at beginning of year 119 179
Cash at end of year $624 $1,529
Supplemental disclosure:
Total interest paid $6,300 $3,000
Noncash transaction:
As of December 30, 1999, the Company issued 10,000,000 shares
valued at $125,000 for 40% of the net operating profit of certain
retail operations of GetMore Wireless.
</TABLE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-looking information
This quarterly report contains forward-looking statements. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. These statements relate to future
events or to our future financial performance. In some cases, you can indentify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially. There are a number of factors that could cause our actual
results to differ materially from those indicated by such forward-looking
statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, we do not assume responsibility
for the accuracy and completeness of such statements. We are under no duty to
update any of the forward-looking statements after the date of this prospectus
to conform such statements to actual results.
Overview
As a result of the decline of oil prices in 1998 and 1999, the Company's
operating revenues decreased substantially, which had a very negative impact on
the Company's attempt to generate additional financing. During this period, we
began searching for other business opportunities. During and after the quarter
ended December 31, 1999, we have attracted additional funding to reduce our
debts and enter into agreement with BroadCom Wireless Communications Corporation
of Oklahoma City, Oklahoma ("BroadCom"), on November 1, 1999, that we believe
has transformed us into a wireless Internet and telecommunication company. While
we still have oil and gas assets, they now constitute a minor portion of our
operations.
As a result of the BroadCom contract, our operational focus shifted to the
telecommunications industry. We effected a change of our name to BroadBAND
Wireless International Corporation on February 10, 2000, to reflect this new
focus.
Our only asset to utilize in negotiations with new entities has been our common
stock. The issuance of our common stock is therefore involved in virtually all
of the transactions we have effected, or are in the process of effecting, as
disclosed herein. The price of our common stock has risen dramatically during
the quarter ended December 31, 1999 and thereafter. This rising price has
allowed us to issue lesser quantities of shares to offer agreed upon contract
values. However, consideration of the lower prices at which our stock was
previously trading, as low as $0.05 on October 1, 1999, is essential to
understand the quantities of shares of our common stock which we have issued to
various entities, including BroadCom.
Material Agreements and Stock Issuances
The majority of our activities occurring during and after the quarter ended
December 31, 1999, involves our relationship with BroadCom, which formally began
with our comprehensive November 1, 1999 Agreement in Principle and Letter of
Understanding. One of the first transactions involving BroadCom was our November
1, 1999-sale of 4.4 million shares of our common stock to it for $55,000 cash.
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BroadCom had also agreed to convey to us oil and gas mineral leasehold
interest(s) and pipeline assets in Larue County, Kentucky, worth at least $2
million in exchange for 13 million shares. We also held another 5 million shares
of our common stock in escrow pending BroadCom's tender of valid title to leases
comprising approximately 4300 acres. Terms of this transaction were modified
when BroadCom agreed to substitute gas and oil assets located in Wyoming or
elsewhere worth a minimum of $4 million. As BroadCom agreed to effect the
transfer to us of assets now worth twice that originally agreed, we released the
remaining 5 million shares to BroadCom or its designee.
GetMore Communications
We acquired from BroadCom 40% of the net profits received from GetMore
Communications' retail outlet operations in exchange for 10 million shares
issued to BroadCom. GetMore Communications of Oklahoma City, Oklahoma, which is
a licensed authorized dealer for VoiceStream Wireless cellular telephones and
pagers. GetMore Communications is also one of only two (2) factory authorized
Nokia repair centers in the United States. On December 30, 1999, we received the
40% interest in the net profits of the retail operations owned and operated by
GetMore Communications and released from escrow the 10,000,000 shares.
GetMore Communications was founded in June 1998 as GKD, Inc. It now has ten
retail locations in Oklahoma, Kansas, and Texas, and hopes to establish up to 17
more before December 31, 2000. GetMore Communications sells cellular telephone
service contracts as a licensed dealer and agent for VoiceStream Wireless, a
cellular telephone service provider. Each store engages in retail sales of
cellular telephones and accessories and a variety of pagers and paging services.
GetMore Communications faces substantial competitors in the wireless service
business, including for example, AT&T, Southwestern Bell, Sprint, Nextel
Communications, all of which have greater financial, communication
infrastructure and marketing resources than GetMore Communications. We face
competition from other VoiceStream dealers as well as other retail dealers and
wireless service providers. Other mobile communications providers exist within
the geographic area serviced, and a variety of other sales channels.
Global Access New Millenium, Inc.
In exchange for 10 million shares of our common stock, BroadCom transferred us
the right to receive one-third of the net profits Global Access New Millenium,
Inc. realizes in its joint venture with iTell, Inc. As Global Access and iTell
are equal equity partners in this joint venture, we effectively receive
one-sixth (1/6) of the joint ventures net profits. Global Access serves as an
agent buying and selling approximately 30 million minutes of international voice
and data telecommunications transmissions to qualified licensed
telecommunications carriers, or "214 carriers."
At present, this Global Access-iTell joint venture is not generating revenue
because its current 214 carrier is requiring payment of switch and line deposits
totaling $465,000. Considering current financing commitments Global Access has
received and those which our officers are independently involved with, we are
comfortable that by March 1, 2000, such deposits will be paid. We expect monthly
revenues from this joint venture to begin within sixty (60) days after the
deposits are paid.
The international voice and data telecommunications industry is renown for the
prevalence of contract amendments and terminations. This transition between
contracts is due to delays in securing nationwide termination of voice and data
transmissions in Mexico and to rapidly changing rates in the industry from
carrier to carrier and area to area. Most contracts pertaining to this industry
are drafted with very short termination rate and change clauses. Accordingly,
since December 1999, the Global Access joint venture has been party to several
different contracts for the purchase of more than 10
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million minutes per month to Mexico.
Internet Wireless Service Network Development Plans
We intend to develop an Internet Wireless Service network throughout the
Continental United States. This network is planned to comprise various branch
locations with each possessing a transmitting tower. We hope to develop this
network with the assistance of possibly more than one technical partner,
including GetMore Telcom, LLC or Global Access.
In connection with these intentions, on November 1, 1999, we obtained a 50%
interest in GetMore Telcom, LLC from BroadCom in exchange for 10 million shares
of our common stock, which we currently hold in escrow. The first stage of this
triangular transaction requires BroadCom to provide GetMore Telcom with initial
financing of $2.3 million which is budgeted to finance the development of the
first three (3) locations. The shares of our common stock held in escrow for
BroadCom will be released only upon BroadCom's funding of the first stage. In
the event additional GetMore Telcom sites are funded by BroadCom, we have agreed
to issue additional shares to BroadCom.
Competition throughout the telecommunication industry for increased bandwidth
and connectivity is fierce. Hundreds of large and small telecommunication
companies share GetMore's vision of developing a national wireless system.
GetMore's long term viability rests with its ability to partner with high
technology companies to provide the newest and most reliable technologies and
upon its ability to secure adequate funding to overcome the costly entry
barriers involved in this technologically driven industry.
Tryco International, Inc.
We entered an agreement with Global Access on January 21, 2000, to acquire a 1/
3 interest in Tryco International, Inc. This acquisition is subject to Global
Access' 100% acquisition of Tryco for $8.5 million. Global Access hopes to
effect a private placement, which, if successful, will finance Global Access's
100% acquisition of Tryco. Of the $8.5 million purchase price, $3.5 million is
scheduled to be tendered in cash, with the remaining $5 million payable in
Global Access' equity.
Pursuant to our contract to acquire the 33.3% of Tryco, in January 2000,
BroadCom on our behalf paid $50,000 to Global Access, which Global Access used
to pay fees incurred in preparing its private placement documentation. In the
event, Global Access is successful in this private placement, which cannot be
assured, it has agreed to contribute to us $2.5 million in exchange for 2.5
million restricted shares of our common stock. In the event we receive this $2.5
million from Global Access, we have agreed to utilize Global Access' services in
building three sites of our intended Internet Wireless Service network, as
described above, and provide to Global Access 50% of net profit realized by such
three unidentified sites.
Tryco is a 22 year old company with offices in the United States, Afghanistan,
Croatia and Saudi Arabia. The firm is currently providing services to the
Defense Logistics Agency of the United States Government to supply emergency
equipment to all branches of the United States Armed Forces worldwide. Tryco's
Saudi office supplies and installs radio systems and serves both U.S. and Saudi
clients, including, among others; the Royal Palaces in Jeddah and Riyadh, the
Central Bank, the five major hospitals in Saudi Arabia, the national Power
Company (SCECO).
Over the last five years, Tryco has supplied and installed communications
towers, VHF repeaters, and a complete six channel TV station with 1000 MMDS
receivers for the United States Air Force. Tryco also provides INMARSAT and
cellular telephone services to the United States, French and British Forces in
the Kingdom of Saudi Arabia.
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Tryco Development in Afghanistan
Tryco has entered into a joint venture with the Afghan Ministry of Communication
whereby Tryco acquired 49% of the newly created Afghan Telephone Company. Under
the terms of this agreement, Tryco serves as the JV's Managing Partner and
represents Afghanistan with signature authorities to negotiate directly with
INTELSAT, EUTELSAT, and the International Telecommunication Union.
Tryco has the ongoing responsibility for the establishment and operational
management of a country wide communications network.
Tryco is also engaged in the installation and operation of Telecommunications
Satellite Earth Stations in the Middle East and Central Asia, with forty new
earth stations being currently negotiated. Tryco is contractually responsible
for the development of a private telecommunications network utilizing 2800
existing facilities throughout Europe.
Substantial political risk surrounds Tryco's Afghanistan joint venture. Tryco
believes the joint venture involvement of the Afghan Ministry of Communication
will assist in minimizing this risk. Even though these personal relationships
are critical to the success of the venture, as a prudent precaution, Tryco will
attempt to obtain political risk insurance coverage in the London Markets.
However, Tryco may not be able to secure any insurance for this political risk,
or if it does obtain some type of insurance, such may not effectively protect
Tryco from all potential liabilities resulting from political problems which may
occur at any time in Afghanistan.
The Afghan project is being developed by Tryco utilizing a newly developed
system configuration from Cisco Systems. Tryco intends to protect against
installation and deployment difficulties by utilizing its in-house engineers in
conjunction with Cisco engineers who have agreed to provide technical assistance
on this project.
Line of Credit from Cisco Systems
BroadCom has successfully negotiated on our behalf with Cisco Systems, Inc.
(Nasdaq: CSCO) for the extension of a credit facility in the amount of $1.6
Million. We intend to utilize this credit in conjunction with our joint venture
with Getmore TelCom for the purchase of equipment for the installation,
implementation and operation of High-Speed Wireless Internet Networks in Tulsa
and Oklahoma City, Oklahoma. In consideration for the arrangement of this credit
facility, BroadCom is entitled to receive 5,000,000 restricted shares of our
common stock.
Liquidity and Working Capital
During the year ended March 31, 1998, the Company began acquiring oil and gas
properties with the intention of developing the properties and becoming an oil
and gas producer. However, with the drop in oil prices during that period, the
Company decided to discontinue those operations and pursue other forms of
business. Accordingly, the oil and gas operations are reported as discontinued
in the accompanying statement of operations and the net oil and gas assets are
reported in the accompanying balance sheet as net assets of discontinued
operations. The Company's assets as of March 31, 1999 were $162,712, and its
total liabilities were $132,185 of which $100,000 is a convertible debt. On
September 30, 1999, we had assets of $158,246 and its total liabilities of
$136,335 compared to December 31, 1999 assets of $334,217 and total liabilities
of $162,712.
We sold 4,400,000 shares of common stock for $55,000 to BroadCom in November
1999, and loaned a portion of such funds, $46,000, on short term basis to
Signature Motorcars, Inc. This loan, which
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was unsecured and an oral obligation, was repaid in one lump sum in January 2000
with $1,000 interest. We intended to use these monies to reduce and retire all
or the majority of our debt obligations. Subsequent to repayment of this
short-term Signature loan, we repaid a $30,000 note on an oil and gas lease
located in south Texas plus accrued interest of approximately $6,300 and repaid
approximately $13,000 of advances made to us by our president, Ivan Webb. The
balance of the funds were allocated for general administrative overhead.
Management expects the agreement with BroadCom to provide additional working
capital to build the Company and move into a viable operating entity. There is
no assurance that BroadCom will be successful in its efforts to raise adequate
working capital to properly fund the project(s) it plans to vend into the
Company.
On February 8, 2000, we received $300,000 from Gene Stipe, a resident of
Oklahoma, in exchange for a convertible debenture bearing 12% interest and due
on February 8, 2001. This debenture is convertible into our common stock at a
price equal to 65% of the per share closing market price of the common stock on
February 4, 2000 which was $2.94.
Results of Operations
Our net losses from discontinued oil and gas operations continued during the
quarter ended December 31, 1999. The Company had nominal $1,996 revenues from
oil and gas activities for the three months ended December 31, 1999, and $3,258
for the same period in 1998. The decline in revenues was attributable to certain
properties being sold and also a decline in oil prices. These oil and gas
operations are reported as discontinued in the accompanying statement of
operations and the net oil and gas assets are reported in the accompanying
balance sheet as net assets of discontinued operations.
Operating expenses were also nominal during the quarters ending December 31,
1999 and 1998. The current period had expenditures of $58,008, whereas the same
period of 1998 had expenditures of $7,114. The increased expenses during the
quarter were related to the preparation and implementation of the BroadCom
Agreement. These expenses were funded through the sale of our common stock.
Total expenditures for the previous quarter ended September 30, 1999, were
$26,789. Total expenditures for the nine months ended December 31, 1999 were
$36,750 compared to $23,870 a year ago. The increase in expenses is related to
legal, accounting, auditing and general administration services in connection
with the preparation of our SEC filings.
Our net loss from operations is $9,723 and $43,339 for the three and nine months
ended December 31, 1999 respectively, compared to $7,252 and $21,363 for the
three and nine months ended December 31, 1998, respectively. Per share data was
for all periods reported is less than one cent per share.
PART II - OTHER INFORMATION
ITEM 2. USE OF PROCEEDS
During and subsequent to the quarter ended December 31, 1999, other than the
issuances to BroadCom as described in Part I, Item 2 above, we issued the
following shares without registration as follows:
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<TABLE>
<CAPTION>
Shareholder Amount of Shares Date of Issuance Consideration
- ----------- ---------------- ---------------- -------------
<S> <C> <C> <C>
Wolas Family Trust 175,000 10/25/99 $2,187.50 Interest
Susie Hare 100,000 11/03/99 Services valued at $1,125.00
Soetta Schuman 50,000 11/03/99 Services valued at $625.00
William R. Miertschin 600,000 11/05/99 Services valued at$7,500.00
Moonstar Enterprises 300,000 11/05/99 Services valued at $3,750.00
Tango Oil Company 550,000 11/05/99 Services valued at $6,875.00
Frank Spangler 25,000 11/06/99 Services valued at $312.50
Karen Lee 75,000 11/06/99 Services valued at $937.50
Ben Botello 150,000 11/22/99 Debt renewal services valued at
$1,875.00
Robin Ziek 15,000 11/22/99 Legal services valued at $187.50
</TABLE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 8, 2000, our shareholders, at a special meeting, voted to change our
name to BroadBAND Wireless International Corporation. Holders of 44,994,436
shares of our common stock, or 63.06% of the 71,356,537 shares outstanding,
voted to amend our articles of incorporation to reflect this new name. The
effective date of the name change was on February 16, 2000, when our stock
symbol also changed from "BGOC" to "BBAN."
ITEM 5. OTHER INFORMATION
Security Ownership of Certain Beneficial Owners and Management
As of February 21, 2000, we had 100 million shares authorized for issuance,
while 71,356,537 shares were outstanding. This figure does not include 15
million being held in escrow pending release per the November 1, 1999 agreement
with BroadCom.
The following is certain information regarding the Company's common stock as of
February 18, 2000, with respect to security ownership of each person known by
the Company to own beneficially more than 5% of the Company's common stock and
security ownership of management.
<TABLE>
<CAPTION>
Name and Address Number of Percent
Title of Class of Beneficial Owner Shares Owned of Class
- -------------- ------------------- ------------ --------
<S> <C> <C> <C>
Common Stock Ivan Webb 1,052,676(1) 0.015%
$0.0125 Par Value 901West 6th Street
Cisco, Texas 76437
Common Stock Gifford A. Dieterle 177,200 0.003 %
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
$0.0125 Par Value 76 Beaver Street
New York, New York 10005
Common Stock Howard Siegel 75,000 0.001%
$0.0125 Par Value 14760 Memorial Drive
Houston, Texas 77079
Common Stock Ronald L. Baker 500,000 0.007%
$0.0125 Par Value 6801 Southwestern
Oklahoma City, OK 73139
Common Stock Elizabeth Webb 1,052,676(2) 0.004%
$0.0125 Par Value 901West 6th Street
Cisco, Texas 76437
Common Stock Linda G. Sanders 25,000 0.0003%
$0.0125 Par Value 1203 Dorchester Court
Oklahoma City, OK 73099
Common Stock Herbert Wolas 8,000,000(4) 11.2%
$0.0125 Par Value 1875 Century Park East, Ste 600
Los Angeles, California 90067
All directors and officers as a group (6 persons) 1,829.876 2.5838%
Common Stock BroadCom Wireless
$0.0125 Par Value Communication Corp. 33,582,000(3) 47.4188%
4151 NW 23rd St.
Oklahoma City, OK 73107
</TABLE>
(1) Includes 300,000 shares held by Elizabeth Webb, Ivan Webb's wife. Mr. Webb
disclaims beneficial ownership of these shares.
(2) Includes 752,676 shares held by Ivan Webb, Elizabeth Webb's husband. Ms.
Webb disclaims beneficial ownership of these shares.
(3) BroadCom has an additional 15,000,000 shares issued in its name held in
escrow pending release per the agreement entered into with the Company on
November 1, 1999. The issuance of such shares would increase BroadCom's
ownership to 48,582,000, or 68.6% of that outstanding.
(4) Includes 6,240,000 shares issuable at any time upon conversion of debt.
Change in Control
On November 1, 1999, the Company entered into an agreement, subject to both the
Company and other parties meeting certain requirements, which would cause the
issuance of a total of 48,000,000 shares of restricted common stock thereby
causing a change in control of the Company to occur. As of February 18, 2000,
pursuant only to the provisions of the November 1, 1999 agreement, the Company
had issued and released 33,000,000 shares out of the total 48,000,000 shares to
BroadCom. In addition to shares issued pursuant to this agreement, BroadCom was
also issued 6.4 million shares in exchange for two cash
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investments totaling $80,000. BroadCom now owns over 47% of our common stock,
and if the escrowed shares are released, it will own 68% of our common stock.
The officers of BroadCom Wireless Communications Corporation are: President,
Chief Executive Officer and Director, Tony (M.L.) Braxton, Fort Worth, Texas;
Vice-President & Director, Fred Webah, Beverly Hills, California, Secretary-
Treasurer, Director, Gary Hardin, Dallas, Texas, Director, Earnest Owens, Fort
Worth, Texas.
Prior to November 1, 1999, no single entity, or group of related entities, had
control over more than 10% of our common stock.
Convertible Debt and Outstanding Warrants
The Company entered into a convertible debt agreement with Wolas Family Trust on
September 22, 1997 on $100,000. As of February 18, 2000, $50,000 of this debt
has been converted to equity through the issuance of 4,000,000 shares of the
Company's common stock. The balance of the debt is anticipated to also be
converted to equity which will require the issuance of an additional 4,000,000
shares.
The Company has warrants outstanding and if exercised would require the Company
to issue 1,500,000 shares of its common stock. The term of these warrants is
1,000,000 shares with an exercise price of $0.25 on or before September 22, 2003
and 500,000 shares with an exercise price of $0.05 on or before December 31,
2001. No other warrants are outstanding.
Commitment to Grant Stock Options to Officers, Directors, Key Employees and
Consultants
On December 31, 1999, the Company approved the grant of options to purchase a
total of 12,500,000 shares of common stock to certain of its officers,
directors, key employees and consultants. We intend to register with the
Securities and Exchange Commission such options on Form S-8 under the Securities
Act of 1933, as amended, before the close of our fiscal year on March 31, 2000.
While we have not yet formalized a stock option plan, we have outlined its terms
to include an exercise price equal to the closing bid (or last trade) price on
December 1, 1999 and an exercise period ending on December 1, 2001.
Increase in Outstanding Shares and Dilution to Existing Shareholders
On October 1, 1999 the Company had 25,569,977 shares issued and outstanding out
of its 100,000,000 shares authorized. At the end of the quarter (December 31,
1999) the Company had 44,009,977 shares issued and outstanding. As of February
21, 2000 the Company has issued and outstanding 71,356,537 shares not including
the balance of the shares (15,000,000 shares) issued and held in escrow pending
release per the November 1, 1999 agreement with BroadCom.
The increase in shares from 25,569,977 shares on October 1, 1999 to 71,356,537
represents that the October 1, 1999 shareholders now retain approximately 35.83%
of the Company as of February 21, 2000 as a result of the issuance of 45,786,560
shares for the BroadCom acquisition, stock for services, conversion of debt to
equity and stock to pay interest on the Wolas convertible debt.
Additional dilution is expected to occur upon release of the 15 million shares
to BroadCom, when the balance of the convertible debt is converted to equity
(requires the issuance of an additional 4,000,000 shares), the issuance of up to
12,500,000 shares for pursuant to stock option grants plus any new shares issued
for new acquisitions will further dilute the original shareholders of the
Company that held stock prior to October 1, 1999.
14
<PAGE>
It is anticipated that the Company will increase the authorized shares at or
before the next annual meeting from 100,000,000 to 250,000,000 shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Broadband Wireless International Corporation
--------------------------------
By: Ivan Webb, President, Chief Executive Officer,
Principal Accounting Officer, Principal Financial Officer
15
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Page No. Description
4 17 Convertible Subordinated Non-dilutable Debenture
Agreement dated February 8, 2001 with Gene Stipe
10(i) 20 Agreement in Principle and Letter of Understanding,
dated November 1, 1999, with BroadCom
10(ii) 23
27 Financial Data Schedule
16
CONVERTIBLE SUBORDINATED NON-DILUTABLE DEBENTURE AGREEMENT
1-YEAR o 12 PERCENT CONVERTIBLE SUBORDINATED DEBENTURE
Due February 8th, 2001
of
BroadBand Wireless International Corporation
(a Nevada corporation)
formerly
Black Giant Oil Company
BroadBand Wireless International Corporation, a Nevada corporation, formerly
Black Giant Oil Company (the "Corporation"), for value received, promises to pay
to Gene Stipe or registered assigns, the sum of Twenty- Five Thousand and no/100
Dollars ($25,000.00) on the 8th day of February, 2001, upon presentation and
surrender of this Debenture at the office of the Corporation in 4151 NW 23rd
Street, Oklahoma City, OK 73107- 6509, and to pay interest at the rate of twelve
percent (12%) per annum, payable quarterly on the fifteenth (15th) day of May,
the fifteenth (15th) day of August, the fifteenth (15th) day of November and the
eighth (8th) of February 2001 each, computed from the issue date, until payment
of the principal amount of this Debenture has been made. Payment of principal
and interest shall be made at the offices of the Corporation, in lawful money of
the United states of America, and shall be mailed to the registered owner or
owners hereof at the address appearing on the books of the Corporation.
1. SERIES
This Debenture is one of a duly authorized issu
of debentures of the Corporation designated
as its 1 Year Twelve Percent (12%) Convertible Subordinated
Debentures due the 8th day of February, 2001 (the
"Debentures") in the aggregate amount of Six Hundred Thousand
and no/100 Dollars ($600,000.00) and issued in denominations
of Twenty-Five Thousand and no/100 Dollars ($25,000.00), all
of like date, tenor and maturity, excepts variations necessary
to express the number, principal amount and payee of each
debenture.
2. EQUAL RANK
All debentures of this issue rank equally and
ratably without priority over one other.
3. CONVERSION
The holder or holders of this Debenture may, at
any time prior to the maturity hereof, convert
the principal amount of this Debenture into common stock of
the Corporation . Such conversion shall occur on or before
5:00 PM, Central Standard Time, February 8th, 2001, but not
thereafter. The holder or holders of this Debenture shall be
entitled to purchase and receive fully paid and nonassessable
shares of the common stock, $0.001 par value per share (the
"Common Stock") of the Corporation [OTC: BB BWIC, formerly
BGOC], at the price equal to sixty-five percent (65%) of the
per share closing market price of the Common Stock of the
Corporation on February 4, 2000 (the "Exercise Price"), upon
presentation and surrender of the Debenture. To convert this
Debenture, the holder or holders must surrender the same at
the office of the Corporation, accompanied by a written notice
of conversion and by a written instrument of transfer in a
form satisfactory to the corporation, properly completed and
executed by the registered holder or holders hereof or a duly
authorized attorney.
4. FRACTIONAL SHARES
In lieu of issuing any fraction of a share or
scrip upon the conversion of this Debenture, the
Corporation shall pay to the holder hereof, for any fraction
of a share otherwise issuable upon the conversion, cash equal
to the same fraction of the then current per share market
price of the Common Stock.
17
<PAGE>
5. ADJUSTMENTS TO CONVERSION
If the Corporation at any time pays to the
holders of its common stock a dividend in common
stock, the number of shares of Common Stock issuable upon the
conversion of this Debenture shall be proportionally increased
effective at the close of business on the record date for
determination of the holders of the common stock entitled to
the dividend.
If the Corporation at any time subdivides or combines in a
larger or smaller number of shares its outstanding shares of
common stock, then the number of shares of Common Stock
issuable upon the conversion of this Debenture shall be
proportionally increased in the case of a subdivision, but
shall remain the same (non-dilutable) in the case of a
combination, effective in either case at the close of business
on the date that the subdivision or combination becomes
effective.
If the Corporation is recapitalized,
consolidated with or merged into any other corporation,
or sells or conveys to any other corporation all or
substantially all of its property as an entity, provision
shall be made as part of the terms of any such transaction so
that the holder or holders of this Debenture may receive, in
lieu of the Common Stock otherwise issuable to them upon
conversion hereof at the same conversion ratio, the same kind
and amount of securities or assets as may be distributable
upon the recapitalization, consolidation, merger, sale, or
conveyance with respect to the common stock.
6. SUBORDINATION
The rights of the holder or holders of this
Debenture to receive payment of any principal or
interest hereon is subject and subordinate to the prior
payment of the principal of (and premium, if any) and the
interest on, all other indebtedness of the Corporation,
whether now outstanding or subsequently incurred, whether
secured or unsecured, and any deferrals, renewals or
extensions of such indebtedness or any debentures, bonds or
notes evidencing such indebtedness (the "Senior
Indebtedness"). Upon any receivership, insolvency, assignment
for the benefit of creditors, bankruptcy, reorganization, sale
of all or substantially all of the assets, dissolution,
liquidation, or any other marshaling of the assets and
liabilities of the Corporation, or in the event this Debenture
is declared due and payable upon the occurrence of a default
as defined in this Debenture, then no amount shall be paid by
the Corporation with respect to principal and interest hereon
unless and until the principal of, and interest on, all Senior
Indebtedness then outstanding is paid in full.
7. DEFAULT
If any of the following events occur ("Event of Default"), the
entire unpaid principal amount of, and accrued and unpaid
interest on, this Debenture shall immediately be due and payable:
(a) The Corporation fails to pay any interest on this
Debenture when it is due and payable, and the failure
continues for a period of thirty (30) days;
(b) The Corporation fails to pay the principal of this
Debenture at its maturity;
(c) The Corporation commences any voluntar proceeding under
any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, receivership, dissolution, or
liquidation law or statute, of any Jurisdiction, whether now
or subsequently in affect; or the Corporation is adjudicated
insolvent or bankrupt by a court of competent jurisdiction;
or the Corporation petitions or applies for, acquiesces in,
or consents to, the appointment of any receiver or trustee
of the Corporation or for all or substantially all of its
property or assets; or the Corporation makes an assignment
for the benefit of its creditors; or the Corporation admits
in writing its inability to pay its debts as they mature; or
18
<PAGE>
(d) There is commenced against the
Corporation any proceeding under any bankruptcy,
reorganization arrangement, insolvency, readjustment of
debt, receivership, dissolution, or liquidation law or
statute, of any jurisdiction, whether now or subsequently in
effect, and the proceeding remains un dismissed for .a
period of sixty (60) days or the Corporation by any act
indicates its consent to, approval of, or acquiescence in,
the proceeding; or a receiver or trustee is appointed for
the Corporation or for all or substantially all of its
property or assets, and the receivership or trusteeship
remains undismissed for a period of sixty (60) days; or a
warrant of attachment, execution or similar process is
issued against any substantial part of the property or
assets of the Corporation, and the warrant or similar
process is not dismissed or bonded within sixty (60) days
after the levy.
8. EXCHANGE
The holder of this Debenture may, at any time o or before
the date of its maturity or the date fixed for its
redemption, by surrendering this Debenture to the
Corporation at its office, exchange this Debenture and/or
any other of the Debentures for another debenture or
debentures of a like principal amount and of like tenor,
date and maturity in denominations of Twenty-Five Thousand
and no/100 Dollars ($25,000.00) or any multiple of that
amount.
9. TRANSFER
This Debenture may be transferred only at the office of the
Corporation by the surrender hereof for cancellation, and
upon the payment of any stamp tax or other governmental
charge connected with the transfer. If this Debenture is
transferred, a new debenture or debentures of like tenor,
date and maturity shall be issued to the transferee.
10. REGISTERED OWNER
The Corporation may treat the person or persons whose name
or names appear hereon as the absolute owner or owners of
this Debenture for the purpose of receiving payment of, or
on account of, the principal and interest due on this
Debenture and for all other purposes, and it shall not be
affected by any notice to the contrary.
11. CORPORATE OBLIGATION
The holder or holders of this Debenture shall not have any
recourse for the payment in whole or of any part of the
principal or interest on this Debenture against any
incorporator, or present or future stockholder of the
Corporation by virtue of any law, or by the enforcement of
any assessment, or otherwise, or against any officer or
director of the Corporation by reason of any matter prior to
the delivery of this Debenture, or against any present or
future officer or director of the Corporation. The holder or
holders of this Debenture, by the acceptance hereof and as a
part of the consideration for this Debenture, expressly
agree that the Debentures are obligations solely of the
Corporation and expressly release all claims and waive all
liability against the foregoing persons in connection with
this Debenture.
IN WITNESS WHEREOF, the Corporation has signed and sealed this Convertible
Subordinated Non-Dilutable Debenture this 8th day of February, 2000.
Investor/Purchaser BroadBand Wireless International Corporation
_______________________________ By: ___________________________
Name: Gene Stipe Name: ____________________
Title: _____________________
19
Exhibit 10(i)
AGREEMENT IN PRINCIPLE
AND LETTER OF UNDERSTANDING
This Agreement in Principle and Letter of Understanding ("Agreement")
is entered into this 1st day of November, 1999, by and between BroadCom Wireless
Communications Corporation ("BROADCOM"), an Oklahoma corporation with principal
offices in Oklahoma City, Oklahoma, and Black Giant Oil Company ("BGOC"), a
Nevada corporation with principal offices located in Cisco, Texas.
WHEREAS, BROADCOM, or its parent, has previously acquired and been
issued from BGOC Two Million (2,000,000) shares of the common stock fully paid
of Black Giant Oil Company. The receipt said shares is hereby acknowledge by
BROADCOM. BROADCOM has also agreed to acquire from BGOC Four Million Four
Hundred Thousand (4,400,000) shares of BGOC common stock for $55,000 to be paid
on or before November 11, 1999.
WHEREAS, BROADCOM hereby represents that it owns or has Letters of
Intent to acquire the following:
Kentucky Gas Property - BROADCOM owns Fifty Percent of One Hundred
Percent (50% of 100%) of leasehold interest(s) in mineral leases totaling
approximately Four Thousand Three Hundred (4,300) acres in the Larue County in
the State of Kentucky upon which Nine (9) recently drilled, but not completed,
gas wells now exist. A legal description of this acreage is included and made a
part of this agreement.
Getmore Wireless (Cell and Pager Business) - BROADCOM has a Letter of
Intent with Getmore Wireless, Ron Baker & Associates, etal, which is a licensed
authorized dealer for VoiceStream Wireless Cell Phones & Pagers with at least
Three (3) locations in Oklahoma. The letter of intent provides BROADCOM to
acquire Forty Percent (40%) of the common stock of Getmore Wireless.
Getmore Communications (Wireless Internet) - BROADCOM has a Letter of
Intent with Getmore Wireless, Ron Baker & Associates, etal, which is newly
formed entity with a plan to initiate Wireless Internet Services throughout the
Continental United States. The letter of intent provides BROADCOM to acquire
Fifty Percent (50%) of the common stock of Getmore Communications for providing
certain funding for transmitting towers.
Global Access - BROADCOM has a contract for a Two (2) year contract for
long distance service to a Mexican carrier for a revenue source of not less that
$140,000 per month by providing Two (2) Harris Switches.
WHEREAS, BGOC agrees and BROADCOM accepts the following stock issuance
for the above assets and stock ownership subject to the documents being received
by BGOC are in proper order, meet SEC accounting standards, violate no state or
federal laws rules or securities regulations, no adverse tax consequences and
meet reasonable due diligence, and conveyance of the ownership said assets,
stock and contracts to BGOC full paid:
Kentucky Gas Deal - BGOC will cause the issuance (to be held in escrow)
of Five Million (5,000,000) shares of its common stock from its unissued but
authorized shares to BROADCOM for the interest previously described properties
upon receipt of valid title to the leases comprising approximately 4,300 acres
and an attorney's title opinion covering said leases. All leases must be valid
with full compliance with the terms of the
20
<PAGE>
Page Two
Agreement in Principle
November 1, 1999
lease(s) and all regulatory agencies, all taxes and any other lease expenses are
full paid, and the leases are free and clear of all liens and encumbrances
whatsoever.
BGOC further agrees to issue and hold in escrow 13,000,000 additional
shares for the Kentucky Gas Project pending a sufficient number of wells being
completed and put on line for production and generating a positive cash flow net
to BGOC's interest in order to substantiate a minimum value of $2,000,000, or
more, to BGOC's interest. After these wells have reached stabilized production
for a period of at least 90 days, BGOC agrees to release up to 13,000,000 shares
to BROADCOM based upon the profitability of the project per SEC accounting
standards and practices for oil and gas properties (Ceiling Tests).
Additionally, BGOC agrees to waive the aforementioned production and revenue
criteria if a sale of the property generates to BGOC's interest net proceeds of
at least $2,000,000.
Getmore Wireless (Cell & Pager) - BGOC will cause the issuance (to be
held in escrow) of Ten Million (10,000,000) shares of its common stock from its
unissued but authorized shares to BROADCOM for the stock ownership previously
described immediately upon receipt of a fully executed and binding formal
contract fully paid for the acquisition of Forty Percent (40%) undivided
ownership in Getmore Wireless. The contract must include a provision for the
escrow of a percentage of the gross revenues for a dividend distribution to be
paid with Forty Percent (40%) of the dividends paid by Getmore Wireless paid to
BGOC.
Getmore Communications (Wireless Internet) - BGOC will cause the
issuance (to be held in escrow) of Ten Million (10,000,000) shares of its common
stock from its unissued but authorized shares to BROADCOM for the interest
previously described upon receipt of a fully executed and binding formal
contract being fully paid for the acquisition of Fifty percent (50%) undivided
ownership in Getmore Communications, subject to funding requirements ($300,000
to 500,000 per site) being met pursuant to that contract with 625,000 shares
being allocated per site funded. After the initial Sixteen (16) sites have been
funded (up to $8,000,000). BGOC further agrees to issue to BROADCOM an
additional 625,000 shares per site funded.
Global Access - BGOC will cause the issuance (to be held in escrow) of
Ten Million (10,000,000) shares of its common stock from its unissued but
authorized shares to BROADCOM for the fully executed and binding formal contract
with Global Access for providing two Harris switches to Global Access's Mexican
Long Distance Service contract. The shares shall be released upon verification
and due diligence s to the contracts and switches.
WHEREAS, BGOC and BROADCOM hereby agree to the terms and conditions of
this agreement, however, a formal agreement(s) will be prepared, as soon as
practicable, to further expand the description each of the above briefly
described assets, Letters of Intent or Contracts to be conveyed and delivered to
BGOC in exchange for shares of common stock of BGOC with appropriate warranties
and guarantees.
WHEREAS, BROADCOM engaged Tony Braxton as a consulting broker to aide
BROADCOM in negotiating this agreement, BROADCOM hereby agrees to be solely
responsible for his acting as their agent and to pay all fees due to him for his
services, that is $28,000 outstanding as of the date of this agreement BGOC and
its officers and representatives shall have no obligation to Mr. Braxton subject
to this agreement whatsoever.
WHEREAS, all presently existing assets of BGOC shall be transferred to
a BGOC subsidiary which will then be spun off to the pre-merger BGOC
shareholders. All the necessary legal opinions and expenses will be paid by BGOC
to properly effect the spin-off.
21
<PAGE>
Page Three
Agreement in Principle
November 1, 1999
BROADCOM and BGOC hereby agree to execute other documents as may be
necessary to make this document effective. Upon acceptance of this agreement and
action by the Board of Directors of BGOC, BROADCOM shall designate two new
Directors to be appointed to the Board of Directors of BGOC, one will be
appointed upon acceptance of this agreement and the second will be appointed
upon payment of the $55,000 private placement. Time is of the essence.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
BroadCom Communications Corporation Black Giant Oil Company
By:__/s/ Tony Braxton___________ By:__/s/ Ivan Webb____
Tony Braxton, President Ivan Webb, President
22
<PAGE>
Exhibit 10(ii)
23
Exhibit 10(ii)
AGREEMENT FOR THE PURCHASE AND SALE
OF
THIRTY-THREE AND ONE-THIRD PERCENT
OF
TRYCO INTERNATIONAL, INC.
In consideration of the warranties, covenants and representations exchanged by
and between the parties hereto, the receipt and sufficiency of which is hereby
acknowledged by each, the parties do agree, as evidenced by their signatures
affixed hereto, to the following terms and conditions:
WHEREAS, Black Giant Oil Company with BroadCom Wireless Communications
Corporation, whose address is 4151 Northwest 23rd Street, Oklahoma City,
Oklahoma 73107 is ready, willing and able to enter into this agreement in order
to effectuate the purchase, by Black Giant Oil Company (publicly traded on
Nasdaq BB:symbol BGOC), of the shares, interest and equity of Tryco Inc.
currently held by Global Access New Millennium, Inc. as further set forth below
on the terms and conditions delineated hereinafter, and;
WHEREAS, Global Access New Millennium, Inc., a Wyoming
Corporation with regional offices at address is 2026
Lakewinds Drive, Reston, Virginia 20191, by and through the
authorization and signature of its Managing Director, Tommy
K. Hill, contracted to purchase one hundred percent of Tryco
Inc., is ready, willing and able to sell the subject
thirty-three and one-third percent (33 1/3%) interest in
Tryco Inc. as set forth below;
NOW THEREFORE, the parties agree as follows:
I. THE PARTIES :
The parties hereto are Black Giant Oil Company, a Nevada
Corporation, whose address is 1301 Avenue M, Cisco, Texas 76437,
Global Access New Millenium, Inc., 2026 Lakewinds Drive, Reston,
Virginia 20191 and Tryco Inc.
II. CONTRIBUTIONS AND RESPONSIBILITIES OF THE
PARTIES: A. Global Access New Millennium, Inc. agrees to deliver the subject
equity/interest being purchased hereunder, comprised of thirty-three and
one-third percent of the shares of Tryco Inc.(of the one hundred percent of
Tryco Inc.) to purchaser Black Giant Oil Company, and;
<PAGE>
PAGE TWO
AGREEMENT TO PURCHASE/TRYCO INC.
JANUARY 14, 2000
III. TERMS AND CONDITIONS OF THE PURCHASE:
A. BroadCom Wireless Communication
Corporation, on behalf of Black Giant Oil
Company agrees to remit the following consideration for the
purchase:
1. Fifty Thousand Dollars ( $ 50,000.00 U.S.D.) to be paid to Global Access
(remitted as incrementally available) within Thirty (30) calendar days from
the execution hereof with the Proceeds therefrom to be utilized toward
expenses of the Twenty-Five Million Dollars ( $ 25,000,000.00) Private
Placement being underwritten on behalf of Global Access
2. BroadCom shall immediately remit by wire transfer the amount of Ten
Thousand Dollars ($10,000) to FDFS to serve as the deposit activating the
Engagement Agreement between FDFS and Global Access for the Private
Placement of up to $25,000,000. This Ten thousand dollars is to be wired /
received no later than 21 January 2000.
3. BroadCom shall remit by wire the balance of the $100,000 commitment
fully activating the Engagement Agreement between FDFS and Global Access
for the Private Placement. This $90,000 shall be wired to FDFS no later
than 28 January 2000.
4. Global Access, from the proceeds of its Private Placement, will
contribute to BGOC an amount equal to Two Million Five Hundred Thousand
U.S. Dollars ( $ 2.5 Million USD), in exchange for Two Million Five Hundred
Thousand Shares (2,500,000) of BGOC common stock subject to the
industry-standard SEC Rule 144 Restriction (one calendar year from the date
of issuance of the stock.
5. Seller (Global Access) shall provide to Purchaser (BroadBand), copies of
relevant and the most recently available Financial Statements representing
the profit and loss, operating statements, Balance Sheets of Tryco Inc.,
and copies of any and all other such relevant documents to substantiate
current parameters of Operations Tryco Inc. as of the date of this
agreement.
6. Global Access, in conjunction with the shares of common stock, will
receive full rights, title, and interest to Fifty Percent (50%) of the Net
Income from Three of the now target Thirty cities being deployed by BGOC in
reference to wireless internet.
<PAGE>
EXECUTED AND AGREED on this, the 14th day of January, 2000 by:
BLACK GIANT OIL COMPANY GLOBAL ACCESS NEW MILLENNIUM, INC.
/s/ Ivan Webb /s/ Tommy Hill
By:_____________________________ By:_________________________
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1999 THAT
WERE FILED WITH THE COMPANY'S REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000012388
<NAME> BroadBAND Wireless International Corporation
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-1-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1.000
<CASH> 624
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 51,624
<PP&E> 0
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<TOTAL-ASSETS> 334,217
<CURRENT-LIABILITIES> 39,842
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0
0
<COMMON> 44,009,977
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 334,217
<SALES> 345
<TOTAL-REVENUES> 345
<CGS> 58,008
<TOTAL-COSTS> 58,008
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,588
<INCOME-PRETAX> (61,255)
<INCOME-TAX> 0
<INCOME-CONTINUING> (61,255)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (61,255)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
