UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended September 30, 2000
Commission File No. 0-08507
BroadBAND Wireless International Corporation
____________________________________________
(Name of small business issuer in our charter)
Black Giant Oil Company
_______________________
(Former Name of small business issuer)
Nevada 75-1441442
______________________________ _______________
(State or other jurisdiction of (IRS Employer ID
incorporation or organization) Number)
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
<PAGE>
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 September 30, 2000. 97,206,537
<PAGE>
<PAGE>
Table of Contents
PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . .1
ITEM 1. FINANCIAL STATEMENTS . . . . . . . . . . . . .2
ITEM 2. MANAGEMENT'S DISCUSSION
AND ANALYSIS OR PLAN OF
OPERATION. . . . . . . . . . . . . . . . . . .8
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . .10
ITEM 1. LEGAL PROCEEDINGS. . . . . . . . . . . . . . .10
ITEM 5. OTHER INFORMATION. . . . . . . . . . . . . . .10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . .12
<PAGE>
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 principals have been omitted. However, in the opinion
of management, all adjustments necessary to present fairly the
financial position and result 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,
2000.
The consolidated financial statements for the Company included
herein are unaudited but reflect, in management's opinion, all
adjustments, consisting only of normal recurring adjustments, that
are necessary for a fair presentation of the Company's financial
position and the results of its operations for the interim periods
presented. Because of the nature of the Company's business, the
results that may be expected for the fiscal year. The financial
statements included herein should be read in conjunction with the
financial statements and notes thereto included in the Form 10K-SB
for the year ended March 31, 2000.
1
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
BROADBAND WIRELESS INTERNATIONAL CORPORATION
Balance Sheets
September 30 March 30
2000 2000
(Unaudited) (Audited)
____________ ___________
ASSETS
______
Current Assets:
______________
<S> <C> <C>
Cash $ 90,923 $ 246,355
Note Receivable 563,750 -
Prepaids - -
__________ _________
Total Current Assets 654,673 246,355
Investments 472,500 497,500
___________
Other Assets:
____________
Net assets of discontinued operations 230,843 230,844
(Note 6) __________ _________
230,843 230,844
Total Assets $1,358,016 $ 974,699
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
Current Liabilities
___________________
Accounts Payable and accrued liabilities $ 49,108 $ 32,477
Convertible Subordinated Debentures 650,000 700,000
convertible Debt - 50,000
Notes Payable 50,000 112,250
Advances from officer 422,250 4,925
__________ _________
Total Current Liabilities 1,171,358 899,652
Commitments and Contingencies - -
_____________________________
Stockholders' Equity
_____________________
Preferred Stock, $.10 par value, - -
25,000,000 shares authorized; none
issued and outstanding
Common stock, $.0125 par value, 1,052,832 854,707
25,000,000 shares authorized;
84,226,537 and 68,376,537 shares
issued and outstanding
Additional paid-in capital 2,066,787 1,346,663
Stock to be issued - -
Accumulated deficit (2,931,561) (2,124,923)
__________ __________
188,058 76,447
Less Treasury stock (14,184 and
20,700 shares) (1,400) (1,400)
__________ __________
Total Stockholders' Equity 186,658 75,047
__________ __________
Total Liabilities and Stockholders'
Equity $1,358,016 $ 974,699
========== ==========
</TABLE>
See accompanying notes to Financial Statements.
2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
BROADBAND WIRELESS INTERNATIONAL CORPORATION
Statements of Operations
Three Months Ended Six Months Ended
____________________________ ___________________________
September 30 September 30 September 30 September 30
2000 1999 2000 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
___________ ____________ ___________ __________
<S> <C> <C> <C> <C>
Revenues:
Miscellaneous
Income $ 20,204 $ 40 $ 22,608 $ 170
Total Revenues 20,204 40 22,608 170
Operating Expenses:
Salaries - 7,500
Advertising & Promotion - 77,000
Bank Safe Keeping Fees - 20,000
Professional Fees 132,447 365,640
Travel - 28,611
General and Administrative 9,711 26,789 43,604 28,256
_________ _________ _________ _________
142,158 26,789 542,355 28,256
Loss from operations (121,954) (26,789) (519,747) (28,086)
_________ __________ __________ _________
Other income (expense)
Interest income - _ - _
Short Swing Income - _ - _
Other Expense (70,000) _ (70,000) _
Interest expense (4,500) (3,400) (17,750) (6,800)
_________ __________ _________ ________
Total other expense (74,500) (3,400) (87,750) (6,800)
_________ __________ _________ ________
Loss from continuing
operations (196,454) (30,149) (607,497) (34,886)
Discontinued operations
Income from discontinued
operations 5,351 5,857 1,270
Loss from discontinued
operations (125,000) (545) (205,000)
_________ _________ _________ ________
Total Discontinued
Operations (119,649) (545) (199,143) 1,270
Loss before extraordinary
items (316,103) (30,694) (806,640) (33,616)
<PAGE>
Extraordinary Items - - - 0
_________ _________ _________ _________
Net Loss $(316,103) $ (30,694) $ (806,640) $ (33,616)
========= ========= ========== ========
3
<PAGE>
Loss per common share:
From continuing operations $ (0.002) $ (0.001) $ (0.008) $ (0.001)
From discontinued
operations $ (0.002) $ (0.000) $ (0.002) $ (0.000)
From extraordinary items $ - $ - $ - $ -
Net Loss $ (0.004) $ (0.001) $ (0.010) $ (0.001)
========== ========== ========== =========
Weighted average common
shares outstanding 84,224,537 24,423,477 80,013,310 25,423,477
</TABLE>
See accompanying notes to Financial Statements.
4
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
BROADBAND WIRELESS INTERNATIONAL CORPORATION
Statements of Cash Flows
Six Months Ended Six Months Ended
September 30 September 30
2000 1999
(Unaudited) (Unaudited)
________________ _______________
<S> <C> <C>
Cash Flows from
Operating Activities: $ (806,640) $ (33,616)
Net Loss
Adjustments to Reconcile
net loss to net cash
provided by (used in)
operating activities:
Shares issued for
services - -
Shares issued for
notes receivable 733,750
Shares issued for
interest 1,250 -
Changes in operating
assets and liabilities:
Prepaid expenses - 5,000
Notes Receivable (563,750)
Accounts payable and
accrued liabilities 16,633 4,300
Net assets of discontinued
operations - -
_____________ ___________
Net Cash provided by (used
in) Operating Activities $ (618,757) (24,316)
Cash Flows from Investing
Activities:
Investments (25,000) -
_____________ _____________
Net Cash provided by
(used in) Investing
Activities $ (25,000) $ -
Cash Flows from Financing Activities:
Issuance of common
stock 183,250 25,000
Advances from Officer 355,075 (150)
Note payable - -
Convertible debt (50,000) -
Proceeds from debentures - -
_____________ ______________
<PAGE>
Net Cash provided by
(used in) Financing
Activities $ 488,325 $ 24,850
Net Increase (Decrease)
in cash and cash
equivalents (155,432) 534
Cash at beginning of year $ 246,355 $ 119
============== =============
Cash at end of year $ 90,923 $ 653
============== =============
Supplemental disclosure:
Total interest paid $ 16,500 $ -
============== =============
Non-cash transactions: (See Statement of Stockholders' Equity)
______________________________________________________________
Shares Issued for Assets - -
Shares Issued for Services - -
Shares Issued for Notes
Receivable 5,237,500 -
Shares Issued for
Convertible Debt 4,000,000 -
Shares Issued for Interest 100,000 -
See accompanying notes to Financial Statements.
5
<PAGE>
<PAGE>
BROADBAND WIRELESS INTERNATIONAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Subsequent Events
Several events have occurred subsequent to the Balance Sheet date
of September 30, 2000 that warrants disclosure:
1) On October 6, "Net Assets of discontinued operations"
containing several oil leases was sold for $10,000.
2) On October 17, 2000, a settlement was reached in the
lawsuit between the Company and Aero Broadband whereas the Stock
recorded as Investment ($472,500) was returned to Aero Broadband,
a total of $400,000 of the Convertible Subordinated Debentures was
assumed by Aero Broadband, and $250,000 of the $400,000 cash
settlement was collected by October 31, 2000.
3) Due to a settlement with the former officer (Ivan Webb)
the Advances from Officer have been written off ($422,250).
These items are discussed in further details in this Form 10QSB or
incorporated by reference.
6
<PAGE>
<PAGE>
BROADBAND WIRELESS INTERNATIONAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
A ProForma Balance Sheet (Unaudited) as of October 31, 2000 is
presented below:
ASSETS
Current Assets:
_______________
Cash $ 345,271
Note Receivable 563,750
Accounts Receivable 158,118
___________
Total Current Assets 1,067.139
Total Assets $ 1,067.139
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
____________________
Accounts Payable and accrued liabilities $ 70,857
Convertible Subordinated Debentures 150,000
Convertible Debt -
Notes Payable 50,000
Advances from officer -
____________
Total Current Liabilities 270,857
Commitments and Contingencies -
Stockholders' Equity
Preferred Stock, $.10 par value,
25,000,000 shares authorized; -
none issued and outstanding
Common Stock, $.0125 par value, 1,052,832
250,000,000 shares authorized;
84,226,537 and 68,376,537
shares issued and outstanding
Additional paid-in capital 2,066,787
Stock to be issued -
Accumulated deficit (2,321,937)
____________
797,682
Less Treasury stock (14,184 and 20,700 shares) (1,400)
_____________
Total Stockholders' Equity 796,282
Total Liabilities and Stockholders' Equity $ 1,067,139
7
<PAGE>
<PAGE>
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 identify
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, including, but not limited to (i) the
ability of the Temporary Receiver to locate and recover assets of
the Company; (ii) the election of a board of directors; (iii) the
appointment of other management for the Company; (iv) the ability
of the Company to enter into a business combination or merger; (v)
the ability of the Company to utilize the Proposed Business Plan;
and (vi) the outcome of the Klaus/Rose Lawsuits and the additional
Lawsuits.
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 report
to conform such statements to actual results, or new information or
otherwise.
Pursuant to the Order entered by United States District Court for
the Western District of Oklahoma in Securities and Exchange
Commission vs. Broadband Wireless International Corp., et al., Case
No. CIV-00-1375-R (the "SEC Lawsuit") entered August 11, 2000,
which required a report by the Temporary Receiver to the Court
concerning the Receiver's activities, Temporary Receiver has filed
two reports to the Court dated September 15, 2000 and October 31,
2000, both of which are attached as exhibits hereto. The report
dated September 15, 2000, covered the period from August 11, 2000
to September 15, 2000 and the report dated October 31, 2000 covered
the period from September 16, 2000 through October 31, 2000. As
indicated in those reports, the Company has no business activities
or operations as of September 30, 2000 and that remains the case as
of the date of the filing of this report. As reflected in the
reports, Temporary Receiver has been engaged in locating assets of
8
<PAGE>
<PAGE>
the Company along with assets of the other Receivership Defendants,
Broadcom Wireless, Black Giant Oil Company, Ivan Webb and Donald L.
Knight. In addition, the Temporary Receiver has entered into
several settlement agreements with third-parties which have
provided revenues for operation of the Receivership and the payment
of outstanding indebtedness during the reporting period. The
President of the Company, Ivan Webb has surrendered books and
records of the Company to the Receiver and has not been engaged in
active management of the Company since August 11, 2000. No other
officers of the Company are performing any activities of the
Company during this reporting period and the two remaining
directors, Ivan Webb and Howard B. Siegel have not been active as
directors of the Company. It is anticipated that the officers and
directors referenced above will resign their positions by December
31, 2000. It is anticipated that a new board of directors and
management will be elected by such time.
During the reporting period, the Receiver has also been in
communication with third-parties who are interested in entering
into a business combination or merger with the Company which could
result in the Company commencing or joining with such third-parties
for the purpose of operating a communications business. The
Receiver is also in receipt of a business plan (the "Proposed
Business Plan") from Ron D. Harris of Edmond, Oklahoma who was
engaged by the Company before the SEC referenced lawsuit, which
plan describes an internet site provider business operation which
the Company could undertake in the greater Oklahoma City
geographical market. During the reporting period no steps have
been taken to commence such operation and no assurance can be given
that any steps will be taken to implement the Proposed Business
Plan or that if implemented such will prove to be beneficial to the
Company.
As a result of activities described in the Complaint filed by the
SEC in the above-referenced action on August 11, 2000 there are a
number of former and current shareholders who may have claims for
damages arising from violations of various laws and/or regulations.
None of those claims have been determined. Two such claims are set
forth in lawsuits styled Frank L. Klaus, Jr. v. Broadband Wireless,
et al., No. CJ-2000-4319-65, and Larry A. Rose v. Black Giant
Resources, No. CJ-2000-4834-65, filed in the District Court of
Oklahoma County, State of Oklahoma in July of 2000 (together, the
"Plans/Rose Lawsuits"). These actions are currently stayed pursuant
to the Stay Order entered in the SEC Federal Court action on August
11, 2000. The Company anticipates that additional lawsuits (the
"Additional Lawsuits") will be filed against the Company in
connection with activities prior to the filing of the SEC Lawsuit.
While the Company intends to defend itself against the Klaus/Rose
Lawsuits and the Additional Lawsuits if and when the Stay Order is
lifted no assurance can be made as to the favorable outcome of such
litigation. Judgments rendered against the Company in some or all
of such litigation could have a material adverse effect on the
Company.
9
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The legal proceedings involving the Company are described in
exhibits to this report and are described by the 8-K reports filed
by the Company on August 11, 2000 and October 17, 2000. See also
Item 2 above.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
A. On or about September 26, 2000, Broadcom Wireless
Communications Corporation surrendered to the Company 13 million
shares of stock of Black Giant Oil Company, the predecessor to the
Company, which had been issued November 8, 1999. This Certificate
and the shares represented by it will be canceled along with shares
representing 10 million shares of the Company's common stock which
has been returned to the Company since the Receiver has been
appointed. The cancellation of these shares will reduce the number
of outstanding shares of the Company from 97,206,537 to
approximately 74,000,000.
ITEM 5. OTHER INFORMATION
CHANGES IN MATTERS DESCRIBED IN THE 10KSB-A REPORT FILED
JULY 21, 2000 - OIL AND GAS PROPERTIES
The Company's remaining oil and gas properties were disposed of for
$10,000.00 in cash to William Miertschin on September 30, 2000
because the properties were either not operating or abandoned or
had no substantial value. The Company is no longer engaged in the
oil and gas business except for the receipt of revenues from a
working interest operated by Ultra Oil & Gas, Inc., Austin, Texas,
which has an approximate annual revenue of less than $3,000.00.
That interest has been assigned to William Miertschin as one of the
properties he acquired as a result of the sale described.
BROADCOM
All of the activities between Broadband and Broadcom Wireless have
ceased and Broadcom's former president, Donald Knight, has failed
to appear for a hearing concerning a motion to revoke his federal
probation. No assets of Mr. Knight which may belong to the Company
have been located. The receiver has been unable to locate any
assets of Broadcom, Black Giant Resources or Medscan Technologies.
The Company is no longer exploring its options with respect to the
Broadcom group regarding the transactions that were the subject of
the letter of understanding.
10
<PAGE>
The GetMore Wireless Transaction was the subject of a lawsuit filed
by the Company in the District Court of Oklahoma County, Oklahoma
and is related to the GetMore Communications transaction and the
Global Access transaction. Those transactions were never completed
and the Company entered into a settlement agreement with Baker,
Duke, Aarow Environmental and GetMore which was approved by the
Court on October 17, 2000, as reflected in Ex. 2.
ACQUISITIONS OF COMMON STOCK FROM WEBB AND RESALES OF SECURITIES BY
THE BROADCOM GROUP. Following the appointment of Receiver the
Company has made claims against certain shareholders who acquired
their stock from Webb or through the Broadcom Group and it is
anticipated that a number of shares will be returned to the Company
because they were illegally issued or no consideration was paid for
such shares.
The Company has identified the recipients of shares of
common stock registered on the Company's Form S-8
Registration No. 333-35440 regarding the Company's 2000 stock
option plan and is in the process of attempting to recover a portion
of such shares from persons whom the Company believes improperly or
illegally obtained shares. Lawsuits have been filed by the Company,
and the Company intends to file additional lawsuits against those
persons to recover the shares or the consideration received by the
recipients of those shares when they were resold and such proceeds,
if any, will be placed in the Receiver's bank account at MidFirst
Bank of Oklahoma City.
THE ITELL TRANSACTION
The lawsuit filed by the Company against Hill, Ado and iTell is
still pending, and it is unknown what damages, if any, may be
recovered from those entities by the Company.
INTERNAL INVESTIGATION. As previously stated, the Company's Receiver
and counsel have been conducting an internal investigation since
August 11, 2000 concerning all of the matters discussed herein.
The Company anticipates filing lawsuits against current and former
officers, directors and 10 percent shareholders who may have
liability under Section 16(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") which imposes liability on
officers and directors of an issuer for short-swing trading in
equity securities if the issuer has a class of equity securities
registered under Section 12 of the Exchange Act, and on the
beneficial owner of 10 percent or more of the class of equity
securities registered by such issuer under Section 12.
11
<PAGE>
<PAGE>
OTHER POTENTIAL SHAREHOLDERS
The Company has become aware that as the result of transfer of the
Company shares to Broadcom Wireless that there are a number of
persons who may have entered into agreements to purchase stock of the
Company through Broadcom and may have paid consideration for the
issuance of such stock, but never received stock from Broadcom or
from the Company. The Company continues to investigate these
matters and believes that it may be necessary to issue additional
stock to such persons or to refund consideration regarding these
transactions.
DIRECTORS, OFFICERS, PROMOTERS AND CONTACT PERSONS
No director, officer, promoter or contract person has been actively
involved in the Company's business affairs since August 11, 2000.
Ivan Webb and Donald Knight are restrained and enjoined from any
securities transactions relating to the Company under the order
entered August 11, 2000 by the federal court.
No director, officer, promoter or contract person has received any
compensation from the Company since August 11, 2000.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
(a) Exhibits
27 Financial Data Schedule
99.1 Receiver Report, September 15, 2000
99.2 Receiver Report, October 31, 2000
(b) Reports on Form 8-K
A current report on Form 8-K (Item 4 - Change in Registrant's
Certifying Accountant) dated June 29, 2000, was filed by the
Company reporting the resignation of Jackson & Rhodes, P.C. ("JR")
the Company's independent certifying accountants on June 24, 2000,
and the engagement of Clyde Bailey, P.C. as the Company's
independent certifying accountant for the fiscal year ending March
31, 2000. Such Form 8-K indicated that during the two most recent
fiscal years and the interim periods subsequent to the Registrant's
fiscal year ended March 31, 1999, there have been no disagreements
between the Registrant and JR on any matter of accounting
principles or practices, financial statement disclosure auditing
scope or procedure, or any reportable events as defined in Item
304(a)(1)(iv) of Regulation S-B.
12
<PAGE>
<PAGE>
A current report on Form 8-K/A (Item 4 - Change in Registrant's
Certifying Accountant) dated August 9, 2000, was filed by the
Company reporting the resignation of Jackson & Rhodes, P.C. ("JR")
the Company's independent certifying accountants on June 24, 2000,
and the engagement of Clyde Bailey, P.C. as the Company's
independent certifying accountant for the fiscal year ending March
31, 2000. Such Form 8-K/A indicated that during the two most
recent fiscal years and the interim periods subsequent to the
Registrant's fiscal year ended March 31, 1999, there have been no
disagreements between the Registrant and JR on any matter of
accounting principles or practices, financial statement disclosure
auditing scope or procedure, or any reportable events as defined in
Item 304(a)(1)(iv) of Regulation S-B, except such reports were
modified to include on explanatory paragraph for a going concern
uncertainty.
A current report on Form 8-K (Item 3. Bankruptcy or Receivership)
dated August 11, 2000, was filed by the Company on August 28, 2000,
reporting the filing of a Complaint in the United States District
Court by the Securities and Exchange Commission against the
Company, its president and other related entities alleging various
violations of federal securities laws. In connection therewith,
the SEC obtained an emergency, ex parte order appointing the
Temporary Receiver for the Company.
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
November 22, 2000 By: /s/ Peter B. Bradford
____________________________________
Peter B. Bradford
Temporary Receiver
</TABLE>
