SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 17, 2000
_______________________
BROADBAND WIRELESS INTERNATIONAL CORPORATION
______________________________________________________
(Exact name of registrant as specified in its charter)
Nevada 0-08507 75-1441442
_________________ _________________ ____________________
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
<PAGE>
211 N. Robinson, Suite 1750, Oklahoma City, Oklahoma 73102
_____________________________________________________ _____________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (405) 272-5711
__________________
N/A
____________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
_____________
BroadBand Wireless International Corporation (the "Company")
previously reported in its Current Report on Form 8-K dated
August 11, 2000, that the Securities and Exchange Commission (the
"SEC") filed a complaint in United States District Court for the
Western District of Oklahoma against the Company and its
president, Ivan Webb, and others, including Donald L. Knight,
Broadcom Wireless Communications Corporation and certain other
entities affiliated with Mr. Knight, alleging various violations
of federal securities laws and seeking preliminary and permanent
injunctive relief, disgorgement and civil monetary penalties. In
connection with the filing of such complaint, the SEC obtained an
emergency, ex parte order appointing Peter B. Bradford, an
Oklahoma City attorney, as temporary receiver for the Company
(and two related entities, BroadCom Wireless Communications
Corporation a/k/a BroadCom Communications Group, a/k/a BroadCom
Wireless Communications Corporation, an Oklahoma corporation
("BroadCom"), and Black Giant Resources Corporation, an Oklahoma
corporation ("Black Giant")), and also obtained a temporary
restraining order enjoining the defendants from further
violations of the federal securities laws and freezing their
assets. The complaint is styled Securities and Exchange
Commission v. BroadBand Wireless International Corporation,
Broadcom Wireless Communications Corporation, Ivan W. Webb, and
Donald L. Knight, Defendants, and Black Giant Resources
Corporation, Broadband Wireless Communications Corporation,
Medscan Technologies, Inc., and Kimberly Knight, Relief
Defendants (United States District Court for the Western District
of Oklahoma, CIV 00-1375) (the "SEC Lawsuit").
As part of the SEC Lawsuit, on October 17, 2000, the United
States District Court for the Western District of Oklahoma issued
an order (the "District Court Order")approving the entry of the
Company into a certain Settlement Agreement (the "Settlement
Agreement"), whereby the Company settled certain lawsuits pending
in the District Court of Oklahoma County, as follows:
-Broadband Wireless International Corporation, f/k/a Black
Giant Oil Company vs. Ronald L. Baker ("Baker"), AAROW
Environmental Group, Inc., a/k/a AARO Broadband Wireless
Communications Corporation ("AARO"), and Getmore Communications,
Inc. ("Getmore"), Case No. CJ-2000-3816 (the "First Civil Action"),
wherein Broadband alleged, among other things, claims against
Baker, Getmore and AARO for negligent misrepresentation. In the
First Civil Action Baker filed counter-claims against the Company,
and third party claims against other parties alleging, among other
things, claims for breach of contract, violations of federal and
state securities laws, fraud and conversion.
-BroadCom Wireless Communications Corp. and Black Giant
Resources Corporation vs. Ronald L. Baker, ARROW Environmental
Group, Inc., a/k/a AARO Broadband Wireless Communications
Corporation, and Getmore Communications, Inc., Case No. CJ-2000-
5129 (the "Second Civil Action"), wherein BroadCom and Black Giant
alleged, among other things, claims against Baker, Getmore and AARO
for negligent misrepresentation.
-Gary Duke, Ron Baker, and GKD, Inc. vs. BroadCom Wireless
Communications Corporation, Case No. CJ-2000-4813 (the "Third Civil
Action"), wherein Gary L. Duke ("Duke"), Baker, and GKD, Inc.
alleged, among other things, claims against BroadCom for conversion
and fraud.
<PAGE>
In the Settlement Agreement, the Company, AARO, BroadCom,
Black Giant and other parties, settled all claims against each
other in the First Civil Action, the Second Civil Action, and the
Third Civil Action (collectively, the "Settled Claims"). The
Company received $400,000 pursuant to the terms of the Settlement
Agreement. In the District Court Order, the District Court found,
among other things, that the Settlement Agreement was in the best
interest of the Company and was necessary and proper for the
collection, preservation and maintenance of receivership assets.
Under the terms of the Settlement Agreement, AARO assumes
liability for certain debentures issued by the Company and such
debentures will be canceled in exchange for 1,000,000 shares of
common stock of AARO. Further, AARO has solicited and procured
purchasers of the Company's Settled Claims to third parties for the
aggregate sum of $400,000, which proceeds will be paid to the
Company. The claims of the Company purchased by the third parties
will be exchanged with AARO for 1,800,000 shares of common stock of
AARO. Further, certain restricted warrants previously issued by
AARO to certain individuals will be exchanged for new warrants. In
addition, 2,700,000 shares of the Company's common stock which is
possessed by Baker and Duke will be returned to the Company, and
Duke will receive 200,000 shares of common stock of AARO. The new
warrants and the shares of common stock delivered to the third
parties will be deemed to be free-trading stock exempt from
registration pursuant to Section 3(a)(10) of the Securities Act of
1933, as amended.
Item 7. Financial Statements and Exhibits.
_________________________________
(c) Exhibits.
99.1 Settlement Agreement dated October 17, 2000.
99.2 Order Approving Settlement Agreement Involving
Receivership Entities, dated October 17, 2000.
99.3 Assignment of Claims Agreement, dated
October 17, 2000.
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 hereunto duly authorized.
BROADBAND WIRELESS
INTERNATIONAL CORPORATION
(Registrant)
Date: October 23, 2000 By: /s/ Peter B. Bradford
---------------------------
--------------- Peter B. Bradford,
Temporary Receiver
