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, 2001

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

       For the transition period from __________________ to __________________

Commission file number: 000-30405

                    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)

915 Front Street, San Francisco, California                             94104
-------------------------------------------                             -----
   (Address of principal executive offices)                          (Zip Code)

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

Issuer's telephone number: (415) 296-9758

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:  $0

Aggregate market value of voting stock held by non-affiliates of the issuer as
of December 28, 2001: $1,656,000

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 137,993,225 shares of common stock as
of December 28, 2001.

Documents incorporated by reference:        None.

Transitional Small Business Disclosure Format:  Yes [ ]  No  [X]


<PAGE>
                    World Wide Wireless Communications, Inc.

                                 Index to Annual
                              Report on Form 10-KSB
                  For The Fiscal Year Ended September 30, 2001

                                                                            Page

ITEM 1.    DESCRIPTION OF BUSINESS.............................................3

ITEM 2.    DESCRIPTION OF PROPERTY............................................12

ITEM 3.    LEGAL MATTERS......................................................13

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................13

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........14

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.........16

ITEM 7.    FINANCIAL STATEMENTS...............................................24

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE.............. ..........................24

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.....29

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................30

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K...................................30

SIGNATURES....................................................................33




                                      -2-
<PAGE>

                                     PART I

Introductory Statement
----------------------

         All statements contained herein that are not historical facts,
including but not limited to, statements regarding the Company's current
business strategy, the Company's projected sources and uses of cash, and the
Company's plans for future development and operations, are based upon current
expectations. These statements are forward-looking in nature and involve a
number of risks and uncertainties. Actual results may differ materially. Among
the factors that could cause actual results to differ materially are the
following: the availability of sufficient capital to finance our business plans
on terms satisfactory to us; competitive factors; changes in labor, equipment
and capital costs; changes in regulations affecting our business; future
acquisitions or strategic partnerships; general business and economic
conditions; and factors described from time to time in the reports filed by us
with the Securities and Exchange Commission. Readers are cautioned not to place
undue reliance on any such forward-looking statements, which statements are made
pursuant to the Private Litigation Reform Act of 1995 and, as a result, are
pertinent only as of the date made.

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. 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 direct ownership or through subsidiaries.
We have recently changed management and entered into a letter of intent to
acquire Hard Disk Cafe, Inc. Management is currently evaluating its options as
to the future plans for the company, its operations and assets.

                                      -3-
<PAGE>

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 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.

                                      -4-
<PAGE>

         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 substantially in the future years.

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.

                                      -5-
<PAGE>

         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 previously
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.

         A part of the spectrum which the lower frequencies occupy consists 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.

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 provides us with great opportunity. The technology we employ
allows countries such as India and Peru to establish an up-to-date,
high-speed, broadband wireless Internet system equal to any of the most
developed nations with very little infrastructural costs. We believe the same
will be true in the many other countries throughout Asia, Latin America, the
Middle East and Europe. In 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.

                                      -6-
<PAGE>

Our strategy

         We will require substantial short-term outside investment on a
continuing basis to finance our current operations and capital expenditures. 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.

         In light of these facts, we recently announced that we are actively
engaged in a number of efforts to revise our business plan in order to develop a
viable alternative in today's difficult funding environment. Following an
extensive review of our assets, operations and capital structure and continuing
conversations with our creditors and staff, we have come to the conclusion that
we will be best served by a redirection of our strategic plan. We plan to
de-emphasize our participation in the wireless internet market, sell assets for
cash and/or advance our remaining businesses through joint ventures, continue
our negotiations with creditors to compromise, extend, convert and/or forgive
debt, and seek new businesses that can take advantage of our extensive
shareholder base and status as a public company.

         In keeping with this goal, our success depends to a significant extent
on the performance and continued service of our senior management and certain
key consultants. On April 20, 2001, Douglas P. Haffer resigned as our Chief
Executive Officer, Chief Financial Officer and President. Following Mr. Haffer's
resignation, Jack Cutter was appointed interim Chief Executive Officer, Chief
Financial Officer and Chairman of the Board. On July 22, 2001, Mr. Cutter
resigned and Eugene I. Davis was appointed as our President and Chief Executive
Officer, and was elected to our Board of Directors and appointed as its
Chairman. On October 9, 2001, Mr. Davis resigned all positions associated with
the Company. On November 1, 2001, the Board appointed Michael J. Zwebner
Chairman of the Board and Chief Executive Officer. In addition, Alexander J.
Walker Jr. and Curtis Orgill were appointed to the Board. Mr. Orgill has also
been appointed to serve as the Company's Chief Financial Officer, and Mr. Haffer
has been appointed as Secretary of the Company.

         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

                                      -7-
<PAGE>

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:

              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

--------------------
         * 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. We have
been advised that we are in default on these licenses. Management intends to
review the benefit and economics of these licenses and determine if any action
should be taken to cure the alledged defaults.

         We selected Andrew Corporation as our exclusive worldwide systems
integrator. We anticipate that this association with Andrew Corporation will
assist us in our effort to deploy our high speed wireless data systems
internationally. Recently, Andrew Corporation has terminated the provision of
these services as a result of certain disputes arising from prior obligations.
We are hopeful that we can reach a new agreement with them in the near future.

         On December 31, 1999, we 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. In September 2000, the Argentine government revoked all
MMDS licenses, including those issued to Infotel Argentina, S.A. In March 2001,
the government temporarily reinstated our licenses, and then, in May 2001, may
have issued another hold on the licenses. Although we have taken all steps
necessary to reinstate the licenses in Argentina, it is unclear at this point
whether we will satisfy all the conditions necessary for the re-issuance of our
licenses. Consequently, operations in Argentina have been temporarily suspended
pending the resolution of this matter with the Argentine government. We have
been advised that our operating partner in Argentina has closed our offices.
Management is evaluating what legal remedies we may have to recover some or all
of our investment.

         On February 10, 2000 we acquired all of the shares of Digital Way,
S.A., a Peruvian telecommunications company. 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 the necessary governmental consent to
operate in Peru. In June of 2001, we received a notice of default from the
Sellers of Digital Way, claiming a breach of the terms of our purchase
agreement. We dispute those claims and are currently negotiating with the
Sellers to resolve the situation. As a result of these disputes and our
inability to maintain operating control of this subsidiary, we have recorded a
loss provision with respect to our investment in Peru.

                                      -8-
<PAGE>

         In early 2000, 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. In addition, in May 2001, our
partners in Thailand expressed concerns about our ability to satisfy our
contractual obligations under their respective contracts. Due to our present
financial condition as outlined above, we may be unable to fulfill these
obligations. The Company intents to sell whatever interest it has in Thailand.
There can be no assurance that the Company will be successful with these
efforts.

         Contingent upon receipt of our frequency licenses and additional
funding, we will evaluate the feasability to build out 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, if it should
appear feasible. Under the agreement, a new entity World Wide Wireless
Communications (India) Ltd. was formed. World Wide Wireless Communications
(India) has received internet service provider licenses in five cities in India.
The success of this venture depends on obtaining a nationwide internet service
provider license and an appropriate frequency license from the Indian
government. In May 2001, our partners in India expressed concerns about our
ability to satisfy our contractual obligations under their respective contracts.

         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 were not met. As a result, we sought and received the return of the
$1,000,000.

         We previously applied for licenses in the 3.5 GHz range in Germany and
the Czech Republic. We are no longer pursuing these markets.

         Although we initiated negotiations with businesses in Puerto Rico and
Portugal in 1999, no further negotiations or affiliations are currently pending
in those countries. On July 20, 2001, WSI, Inc., a Puerto Rican corporation, and
its principal officer and shareholder Howard Hager, filed suit against the
Company in the U.S. District Court in Puerto Rico for breach of contract and
damages in the amount of $4,675,000. The claims arise out of an alleged
agreement on the part of the Company to acquire WSI and provide it with
substantial financing. A default judgment has been entered in WSI's favor. The
Company does not believe that it is liable for any material amount, and is
currently pursuing both legal options and settlement negotiations in order to
resolve the matter, and anticipates a resolution in the quarter ending March 31,
2002.

Development and Licensing of 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.

                                      -9-
<PAGE>

         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 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.

                                      -10-
<PAGE>

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".

Regulation

         Our services operate 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 and 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.

         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

                                      -11-
<PAGE>

ground that the service provider exercised active editorial control over
postings to its service. Other courts have held that Internet service providers
and online service providers may, under certain circumstances, be subject to
damages for copying or distributing copyrighted materials. The
Telecommunications Act of 1996 prohibits, and imposes criminal penalties and
civil liability for using, an interactive computer service for transmitting
indecent or obscene communications. Although we intend to conduct our operations
in a manner which reduces the risk of liability under these laws, we cannot
assure you that we will avoid liability entirely under these laws.


Patents/Intellectual Property

         We have received patent number 6,055,429 from the United States Patent
and Trademark Office for our distributed wireless call processing system. 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.

Employees

         As of January 12, 2002, we had a total of 2 full time employees in the
United States and about an additional 20 full time employees in the offices 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.

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
- --------                           -------          ----------------
915 Front Street                       3000           none - month to month
San Francisco CA  94104

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)
                                      -12-
<PAGE>

         We have leased 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. We have been advised that our operating partner has closed
these offices.

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 has agreed
to convert principal and accrued interest owing on the debenture into 482,734
shares of our common stock.

         In November 1999, the SEC filed suit against Credit Bancorp alleging
violations of various securities laws in connection with its actions in relation
to us and others, and seeking various forms of relief including disgorgement of
its illegal gains. A receiver has been appointed to administer the affairs of
Credit Bancorp. We have been informed that the appointed receiver denies that
such a conversion request was made and the Company may be subject to further
liability.

         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. No further
requests have been made since that date.

         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 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.

         On July 20, 2001, WSI, Inc., a Puerto Rican corporation, and its
principal officer and shareholder Howard Hager, filed suit against the Company
in the U.S. District Court in Puerto Rico for breach of contract and damages in
the amount of $4,675,000. The claims arise out of an alleged agreement on the
part of the Company to acquire WSI and provide it with substantial financing. A
default judgment has been entered in WSI's favor. We do not believe that we are
liable for any material amount, and we are currently pursuing both legal options
and settlement negotiations in order to resolve the matter. We anticipate a
resolution in the quarter ending March 31, 2002.

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.

                                      -13-
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock has been traded on the OTC Bulletin Board under the
symbol "WLGS". The following table sets forth the range of high and low closing
bid prices for each period indicated as reported by the National Association of
Securities Dealers composite feed or other qualified interdealer quotation
medium, as compiled by Pink Sheets, LLC:

Price Range for Common Stock
----------------------------

FISCAL YEAR SEPT 30, 2001            High                Low
                                    ------             ------
   First Quarter                    $0.750             $0.180
   Second Quarter                    0.335              0.075
   Third Quarter                     0.068              0.019
   Fourth Quarter                    0.020              0.0045


FISCAL YEAR SEPT 30, 2000            High                Low
                                    ------             ------
   First Quarter                    $2.010             $0.620
   Second Quarter                    7.780              1.060
   Third Quarter                     5.310              1.450
   Fourth Quarter                    3.065              0.780


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

                                      -14-
<PAGE>

         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 311 holders of record of our common stock as of
September 30, 2001.

         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 are generally prohibited from making cold-calls or other unsolicited
inquiries to purchasers without complying with 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.

Sales of Unregistered Securities
--------------------------------

     We have issued and sold unregistered securities that have not been
previously reported as set forth below.

         On August 17, 2001, the Company received aggregate proceeds of $60,000
pursuant to the Company's drawdown notice to Grenville Finance Ltd. in
connection with the common stock purchase agreement dated January 26, 2001,
evidencing an equity draw down facility between the Company and Grenville
Finance Ltd. This notice offered to sell up to $60,000 of common stock to
Grenville Finance Ltd. Based on the formula in the stock purchase agreement,
during the 22 day period beginning October 10, 2001 and ending on November 22,
2001, Grenville Finance Ltd. purchased 12,000,000 shares of the Company's common
stock. These shares were issued on December 12, 2001. Union Atlantic, LLC is due
$5,400 as a placement fee on this transaction.

                                      -15-
<PAGE>

         In addition, we have issued and sold unregistered securities that have
not previously been reported as set forth below. An underwriter was not utilized
in any of these transactions. The recipients of securities in each transaction
represented their intention to acquire the securities without a view to
distribution. All the issued securities were restricted securities under Rule
144, Reg D or Reg S regulations, and appropriate restrictive legends were
affixed to the securities in each transaction.

         Pursuant to the April 14, 2000 Securities Purchase Agreement (the 4%
convertible debentures), the investors converted $1,018,366 of debentures into
24,170,682 shares of the Company's common stock on various dates between April
10 and September 28, 2001, at various prices ranging from $0.031 per common
share to $0.0524 per common share.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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

Current Financial Condition and New Management
----------------------------------------------

         We will require substantial short-term outside investment on a
continuing basis to finance our current operations and capital expenditures. 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.

         In light of our current financial condition, we recently announced that
we are actively engaged in a number of efforts to revise our business plan in
order to develop a viable alternative in today's difficult funding environment.
Following an extensive review of our assets, operations and capital structure
and continuing conversations with our creditors and staff, we have come to the
conclusion that we will be best served by a redirection of our strategic plan.
We plan to de-emphasize our participation in the wireless internet market except
for Peru and perhaps one or two additional markets, sell assets for cash and/or
advance our remaining businesses through joint ventures, continue our
negotiations with creditors to compromise, extend, convert and/or forgive debt,
and seek new businesses that can take advantage of our extensive shareholder
base and status as a public company. All these activities will require
significant capital and management.

         If we cannot successfully integrate a new business plan in the near
future, our current financial condition may dictate more drastic alternatives
including, but not limited to, suspending operations or filing for court
protection. As previoulsy noted, we have recently changed management and entered
into a letter of intent to acquire Hard Disk Cafe. Management is currently
evaluating its options as to the future plans for the company, its operations
and assets.

                                      -16-
<PAGE>

Results of Operations
---------------------

         We did not generate any revenues by providing wireless internet
services during fiscal 2001 and we generated only $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 $12,755,269 and $8,565,788 respectively, in fiscal 2001 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 2001 over those
in 2000 as we substantially increased the scope of our business operations
during that period.

         Impairment losses for fiscal year 2000 of $1,500,000 are in recognition
of the Argentinian government's revocation of all MMDS licenses. For fiscal year
2001, the impairment loss is composed of the following:

   United States Frequency license rights              $   500,000
   Reserve against deposits
      India              $   124,175
      Thailand                73,325                       197,500
   Impairment for loss of control of subsidiaries,
    net of  prior year equity adjustments
      Argentina          $ 1,110,652
      Peru                 4,444,608                     5,555,260
                                                      ------------
                                                      $  6,252,760

         On November 25, 1998, we 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 Communications Commission. We have decided not to
pursue the option and are examining what rights we may have to recover the
$500,000 amount paid. An impairment loss has been recognized to reflect the
abandonement of the option pursuit.

         We are currently in negotiations with our partners in Thailand and
India. Because we are not certain how these negotiations will conclude, we have
recognized an impairment loss for a portion of the deposits paid, in the amount
of $197,000.

         Our partners in Argentina have closed the offices and the government
has not restored our MMDS license. In Peru, we have been advised by our partners
that we have defaulted under the purchase agreement for our operating
subsidiary, and they have withheld information and access to the activities of
the subsidiary. Accordingly, in both investments we have recorded an impairment
loss resulting from our loss of control of those subsidiaries and investments.

         Management is pursuing the recovery of these assets but it is uncertain
whether we will be successful.

         General and administrative expenses for the fiscal years ended
September 30, 2001 and 2000 were comprised of the following items:

                                                  2001             2000
                                                  ----             ----

Consultants and outside services              $  914,540        $2,595,626
Depreciation                                     349,097            94,309
Engineering                                      107,221            88,168
FCC licensing and site expenses                  127,627         1,084,331
Financing costs and fund raising expense       2,547,269           384,000
Insurance                                        139,190            65,818
Legal expense                                    494,930           227,146
Miscellaneous and other expenses                 361,936           594,161
Professional fees                                386,131           576,498
Rent                                             163,026           166,682
Salaries                                         523,582           576,960
Telephone                                         89,186           173,192
Travel                                           298,774           438,897
                                               ---------         ---------
                                              $6,502,509        $7,065,788

         Financing costs and fund raising expenses of $2,547,269 for the fiscal
year ended September 30, 2001, included penalties paid to bond holders in the
amount of $2,128,000 for failure to meet the covenants and conditions of the
debt instruments.

Liquidity and Capital Resources
-------------------------------

         As of September 30th, 2001 our total working capital was deficient in
the amount of $1,916,398. During 2001 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 and operating losses. 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 fiscal year ended September 30,
2001 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, and we have entered into a letter of Intent with Hard Disk Cafe 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, 2001 and 2000, we received
equity investment of $3,747,681 and $12,292,377 respectively. These investments
were in the form of issuance of our common stock and 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.

         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.

                                      -17-
<PAGE>

         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 $0.64 per common share
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 $0.64 per common share for the period between October 1, 2000
and October 14, 2000, $0.50 per common share 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 investors have waived any previous breach by us of the
Registration Rights Agreement or of the original Securities Purchase Agreement.

         We signed a common stock purchase agreement with Grenville Finance Ltd.
dated January 26, 2001 for the future issuance and purchase of our common stock.
The common stock purchase agreement establishes what is sometimes termed an
equity line of credit or an equity draw down facility. Grenville Finance Ltd.
committed up to $50 million to purchase our common stock over a twenty-four
month period. Once every 22 trading days, we may request a draw down of up to
$1,500,000 of the committed money, subject to a formula based on the average
common stock price and average trading volume, setting the maximum amount of any
request for any given draw down. Each draw down must be at least $50,000, and
there must be a seven trading day waiting period between draw downs. The amount
of money that Grenville Finance Ltd. will provide to us and the number of shares
we will issue to Grenville Finance Ltd. in return for that money is settled
twice during a 22 day trading period following the draw down request based on
the formula in the common stock purchase agreement. Grenville Finance Ltd. will
receive a fifteen percent discount to the volume weighted average stock price
for that 22 day period We will receive the amount of the draw down less an
escrow agent fee of $750 for each draw down amount and an 8% placement fee

                                      -18-
<PAGE>

payable to the placement agent, Union Atlantic, LC, which introduced us to
Grenville Finance Ltd. In addition, Grenville Finance Ltd. will receive a three
year warrant to purchase up to 15,000,000 shares of our common stock at an
exercise price of $0.265 per share. We may not be able to draw down at all if we
fail to meet certain preconditions set out in the equity line of credit
agreement.

         On February 11, 2001, we entered into a Stock Purchase Agreement with
two investors for the purchase of four million shares of common stock we offered
at $0.125 per share through our Post Effective Amendment Form SB-2 Registration
Statement. The total purchase price was $500,000.

         On March 29, 2001, we entered into a Senior Secured Convertible
Debentures and Warrants Purchase Agreement with several investors. The investors
agreed to purchase $750,000 principal amount of 8% convertible debentures and we
agreed to issue warrants to purchase 50,000 shares of common stock for each
$100,000 principal amount purchased by the investors and issued warrants to
purchase a total of 375,000 shares. The exercise price on the warrants shall be
115% of the average of the five bid prices immediately prior to March 29, 2001.
The term of the warrants is for three years. Under the agreement, we also agreed
to remove the floor price on the 4% convertible debentures previously issued and
to decrease the price of the warrants to $.1012.

         On June 7, 2001 the Company and several investors agreed to amend the
March 29, 2001 Senior Secured Convertible Debentures and Warrants Purchase
Agreement. The investors agreed to purchase $200,000 principal amount of 8%
senior convertible debentures. The Company also agreed to issue letter warrants
to purchase up to $125,000 divided by 85% of the average of the three lowest bid
prices during the 22 trading days prior to June 7, 2001.

         On September 27, 2001 the Company and several investors agreed to amend
the March 29, 2001 Senior Secured Convertible Debentures and Warrants Purchase
Agreement. The investors agreed to purchase $60,000 principal amount of 8%
senior convertible debentures. No warrants were involved in this amendment to
the Senior Secured Convertible Debentures and Warrants Purchase Agreement.

         During the fiscal year ended September 30, 2001, the Company sold
26,328,380 shares of its common stock for net cash proceeds of $1,277,681. The
Company issued 24,170,682 shares of common stock in conversion of outstanding
debentures for an aggregate value of $1,018,366. The Company also issued
1,230,000 shares of its common stock for services at an aggregate value of
$258,250. Stock issued for services was at the cash price for the shares at the
time of issuance.

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.

                                      -19-
<PAGE>

         Due to the substantial operating losses we incurred during the fiscal
year ended September 30, 2001 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 January 2, 2002, we are unable to pay normal operating expenses
and we are currently in the process of negotiating partial payments in exchange
for an agreement to forbear collections and stay litigation.

         Management is hopeful that it can reach agreements with vendors and
foreign partners to resolve disputes and balances due. Management hopes that
once these issues are dealt with, a new business plan will be put in place to
provide for the financial stability of the Company. No assurances can be made
that these events will successfully take place. Management expects to meet
minimal operating expenses during this period, through a combination of loans,
sale of assets and private placement funds.

Risk Factors
------------

-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 any expansion of
activities. 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, 2001 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 negotiating existing equity investments and new investments,
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 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.

                                      -20-
<PAGE>

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

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

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

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

-We anticipate that a substantial percentage of our revenues will be
derived from operations outside of the United States.

         Our reliance on international operations to obtain consents of local
regulatory authorities, some of which may significantly delay or deny permitting
us to operate in those jurisdiction, might inhibit our efforts in certain
markets. 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.

                                      -21-
<PAGE>

         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.

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

         We may 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

-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

                                      -22-
<PAGE>

develop similar technologies or products, duplicate any of our products or
design around our patents, and the patents may not provide us competitive
advantages. Litigation, which could result in substantial costs and diversion of
effort by us, may also be necessary to enforce any patents issued or licensed to
us or to determine the scope and validity of third-party proprietary rights. Any
such litigation, regardless of outcome, could be expensive and time consuming,
and adverse determinations in any such litigation could seriously harm our
business.

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

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

         As of December 12, 2001, we had 137,993,225 shares of common stock
outstanding and have reserved for issuance an additional 162,006,775 shares. We
have 300,000,000 shares currently authorized for issuance. We intend to explore
all alternatives in the event the number of authorized shares is not sufficient
for our needs, but at this point it is unclear whether additional shares will
exist in the near future or what options might be available if needed.

-Other risk issues

         We have pursued, are currently pursuing and, in the future may pursue,
new technologies and businesses internally and through acquisitions and
combinations which involve significant risks. Any such acquisition or
combination may involve, among other things, the issuance of equity securities,
the payment of cash, the incurrence of contingent liabilities and the
amortization of expenses related to goodwill and other intangible assets, and
transaction costs, which have adversely affected, or may adversely affect, our
business' results of operations and financial condition. Our ability to
integrate and organize any new businesses and/or products, whether internally
developed or obtained by acquisition or combination, will likely require
significant expansion of our operations. There is no assurance that we will have
or be able to obtain the necessary resources to satisfactorily effect such
expansion, and the failure to do so could have a material adverse effect on our
business, financial condition and results of operations. In addition future
acquisitions and or combinations by the Company involve risks of, among other
things, entering markets or segments in which we have no or limited prior
experience, the potential loss of key employees of the acquired company and/or
difficulty, delay or failure in the integration of the operations, management,
personnel and business of any such new business with our business and operating
and financial difficulties of any new or newly combined operations, any of which
could have a materially adverse effect on our business, financial condition and
results of operations. Moreover, there can be no assurance that the anticipated
benefits of any specific acquisition or of any internally developed new business
segment or business combination will be realized.

                                      -23-
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See Index to Financial Statements on page F-1.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

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

                                    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 28,
2001 are as follows:
<TABLE>
<CAPTION>

Name                       Age   Position                  Period of Service
-----                      ---   --------                  -----------------
<S>                        <C>                             <C>
Douglas P. Haffer.......   52    Chairman of the Board,    April 1998 - April 2000
                                 CEO and CFO
Jack Cutter ............   70    President,                April 2000 - July 2001
                                 CEO and CFO
Eugene Davis............ unknown President,                July 2001 - October 2001
                                 CEO,and Chairman of the
                                 Board
Michael J. Zwebner......   47    Chairman of the Board     November 2001 - present
                                 and CEO

Wayne Caldwell..........   50    Director, Vice President  Vice President:
                                 and Secretary             November 1999 - January
                                                           2001
                                                           Secretary:  December
                                                           1999 - January 2001
                                                           Director:  January
                                                           2000 - January 2001
Sonny Rath ............. unknown COO and Director          April 2001 - July 2001
Curtis Orgill...........   50    CFO and Director          November 2001 - present
Ramsey Sweis............   36    Director                  May 1998 - present
Robert Klein............   53    Director                  May 1998 - November 2001
Alexander Walker, Jr. ..   74    Director                  November 2001 - present
</TABLE>

         Certain biographical information concerning the Directors and executive
officers of the Company as of December 28, 2001 is set forth below. Such
information was furnished by them to the Company.

         Michael Zwebner is the founder of Talk Visual Corporation and has
served as a Director and its Chairman of the Board of Directors since September,
1998. Mr. Zwebner also serves on the Board of Directors for Sector
Communications, Inc. and Entertainment Internet, Inc. From 1974 to 1986, Mr.
Zwebner founded and ran a travel and tourism company and a charter airline,
specializing in the areas of air charter travel, wholesale ticketing and general
business and tourist travel. From 1986 to 1990, Mr. Zwebner owned and operated
several real estate companies as well as managed a chain of five family

                                      -24-
<PAGE>

restaurants and related catering services in England. From 1991 to 1997, Mr.
Zwebner founded and served as Vice-President of Cardcall International Holdings
Inc. (USA) and Operating Manager of Cardcall (UK) Ltd. for which he designed and
developed telecommunications and marketing concepts and organized the prepaid
phone card operations. Mr. Zwebner also coordinated corporate finance activities
for Cardcall. In February of 1997, Mr. Zwebner negotiated and secured the
sale/merger of the Cardcall Group to DCI Telecommunications Inc., a
publicly-held entity based in Connecticut. In addition, in February of 1988, Mr.
Zwebner negotiated the creation of a multi-million dollar joint venture between
Cardcaller Canada Inc. with Datawave Systems Inc. of Vancouver, Canada.

         Mr. Walker has served as a Director of Talk Visual Corporation since
September 1998 and has served as Director and General Counsel to Videocall
International Corporation since July 1998. He also serves on the Board of
Directors of Film World, Inc. and Entertech Media Group, Inc. Since 1968 Mr.
Walker has served as Chairman of the Board of the Nevada Agency and Trust
Company in Reno, Nevada, a licensed and registered Trust Company and Transfer
Agent in business since 1903. He received his B.A. from Waynesburg College in
1950 and his J.D. from the University of Pittsburgh School of Law in 1952. From
1956 to date, he has maintained a private practice as an Attorney.

         Curtis A. Orgill received his Bachelor of Science degree in 1974 from
Brigham Young University. He worked for Deloitte Haskins & Sells in Salt Lake
City, Utah. Later he transferred to Reno, Nevada where he helped establish their
new office. While in Reno, Curt was the Partner-in-Charge of the tax department
there and was the senior tax partner in the state of Nevada. While with
Deloitte, Mr. Orgill was on its National Industry Teams for Qualified Retirement
Plans and Agribusiness. Since 1995, he has been a principal with Bartig, Basler
& Ray, CPA's, Inc., a regional accounting firm with headquarters in Sacramento,
California. He is the treasurer of the Northern Nevada International Center and
of the BYU Management Society of Northern Nevada. He has chaired the Taxation
Committee for the Nevada Society of Certified Public Accountants. He is a former
treasurer and board member of the Nevada Museum of Art, the American Lung
Association of Reno, the Economic Development Authority of Western Nevada, and
the Northern Nevada Development Authority. He was a founding board member of the
Nevada World Trade Council and was a member of the Advisory Council for the
University of Nevada, Reno College of Business.

         Ramsey Sweis has had extensive experience in management and in the
product design industry. He has been a leader and developer of high performance
teams by enabling, training and motivating team members. In the recent past he
has provided computer and engineering services to General Motors and Chrysler
Corporation. In connection with those activities Mr. Sweis has developed designs
between engineering, prototype models, tooling and vendor sources. Mr. Sweis
resides in Roseville, Michigan. He currently serves as a Program Manager for
Hanke Training & Design of Clawson Michigan. From 1997 to 1999 Mr. Sweis served
as a designer for Computer and Engineering Services of Rochester Hills,
Michigan. From 1991 to 1997, Mr. Sweis was a design leader for Megatech
Engineering of Warren, Michigan.


                                      -25-
<PAGE>

Director Compensation

         Directors do not have a plan of compensation for serving as directors,
except that the following stock options were granted for the fiscal year ended
9/30/01:

                         Number of
                        Securities
                        Underlying      Exercise or   Expiration     Vested
Name                  Options Granted  Base Price(1)     Date         Date
---------------       ---------------   -----------   -----------  -----------

Ramsey Sweis             1,350,000        $0.0150     07/21/11      07/20/01
Robert Klein               350,000        $0.0150     07/22/06      07/21/01


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
may be afforded 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
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 2001, Ramsey Sweis and Robert Klein
have not filed the required Form 4.

ITEM 10. EXECUTIVE COMPENSATION

Employment Agreements

         We had entered into an employment agreement with Mr. Douglas Haffer,
which provided for an initial term of three years commencing February 1, 2000.
Mr. Haffer's employment agreement also contained a termination provision that
required us to pay him his annual compensation and a minimum bonus amount
remaining on his three-year contract if he is terminated without cause. On April
20, 2001, pursuant to a settlement agreement between us and Mr. Haffer, we
repriced the exercise price for two separate grants of stock options of 800,000
shares each, to Mr. Haffer. Pursuant to the settlement agreement, the exercise
prices for these options were repriced from $1.62 per share to $0.01 for the
first 800,000 share option and from $0.095 per share to $0.036 for the remaining
800,000 share option. In addition, the company agreed to pay Mr. Haffer $77,000
in severance pay for the release of his right to a "golden parachute," which was
for an amount exceeding $1,000,000. In exchange, and upon execution of the
settlement agreement, Mr. Haffer agreed to resign from his executive positions
with us and our subsidiaries and from his seats on our and our subsidiaries'
boards of directors.

         There are no employment agreements in force at September 30, 2001.

                                      -26-
<PAGE>

         The following table sets forth certain information concerning
compensation paid or accrued for the fiscal year ended September 30, 2001, by us
to or for the benefit of our chief executive officer and our other executive
officers whose total annual compensation for the fiscal year exceeded $100,000.

<TABLE>
<CAPTION>
                                         Summary Compensation Table

                                                        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                     2001         139,887                 30,000                          -0-
Chairman, CEO and CFO                 2000         220,000                 23,000                        800,000
                                      1999         106,000                 16,017                        800,000
</TABLE>



                                      -27-
<PAGE>

<TABLE>
<CAPTION>
                                                           Individual Grants

                                                 Number of     Percent of
                                                Securities      options                       Options
                                 Fiscal Year    Underlying     granted to      Exercise      Exercised
                                   Options        Options      employees        Price         as of      Expiration
                                   Granted        Granted     from 9/30/00    ($/Share)       9/30/01       Date
                                   -------        -------     ------------    ---------       -------       ----

<S>                                 <C>           <C>             <C>           <C>            <C>         <C>
Douglas P. Haffer.............      2001            -0-             -               -            0            -
Chairman, CEO & CFO

Jack Cutter...................      2001          350,000         8.50%         $0.015           0         7/21/06
</TABLE>


<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, 2001               September 30, 2000
                                     Exercisable/Unexercisable         Exercisable/Unexercisable

Name
<S>                                          <C>                                <C>
Douglas P. Haffer.............               1,600,000/0                        0/0
   Former Chairman, CEO & CFO
Jack Cutter...................                 350,000/0                        0/0
   Former Chairman, CEO & CFO
Michael Zwebner...............                       0/0                        0/0
   Chairman, CEO & CFO
</TABLE>


                                      -28-
<PAGE>

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 December 28, 2001, 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 137,993,225 shares of common stock
outstanding as of December 28, 2001. 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
December 28, 2001 are deemed outstanding for the purpose of computing the
percentage ownership of the person or entity holding options or warrants, but
are not treated as outstanding for the purpose of computing the percentage
ownership of any other person or entity.

         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 December 28, 2001. The number of options
and warrants exercisable within 60 days of December 28, 2001 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., 915
Front Street, San Francisco, California 94104.

<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>
Michael Zwebner                                 0              *                    0

Alexander Walker, Jr                            0              *                    0

Ramsey Sweis                                    0              *            1,600,000 (1)

Curtis Orgil                                    0              *                    0

Executive Officers and Directors                0              *
 shares as a Group

Worldwide Wireless, Inc.               17,315,170           12.6%
c/o Lofton & Associaties
3233 East Broadway
Long Beach, CA 90803

Alpha Capital Aktiengesellschaft       13,661,329            9.9%           2,024,037 (2)
Pradafant 7
Furstentums 9490, Vaduz, Liechtenstein
</TABLE>

-------------------------------------------
* Less than 1%

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

(2)  Represents shares convertible under convertible debentures held, which
     shareholder is contractually limited from converting in excess of 9.9%.

                                      -29-
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         As of September 2001, 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)  Exhibits

   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,

                                      -30-
<PAGE>

  *    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.

  *    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.

                                      -31-
<PAGE>

 ***   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
------------------

           *  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.

        ****  Filed with Form 10-KSB for the period September 30, 2000.


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


                                      -32-
<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/ MICHAEL ZWEBNER
                                            ------------------
                                            Michael J. Zwebner
                                            Chief Executive 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 January 15, 2001:

<TABLE>
<CAPTION>

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

<S>                         <C>                                    <C>
/s/ MICHAEL ZWEBNER         Director, Chief Executive Officer,     January 15, 2001
--------------------        and Chairman of the Board (Principal
Michael J. Zwebner          Financial and Accounting Officer)

/s/ ALEXANDER WALKER JR     Director and Secretary                 January 15, 2001
--------------------
Alexander Walker, Jr.

/s/ RAMSEY SWEIS            Director                               January 15, 2001
- ------------------
Ramsey Sweis

/s/ CURTIS ORGILL           Director                               January 15, 2001
--------------------
Curtis Orgill
</TABLE>


                                      -33-
<PAGE>

            World Wide Wireless Communications, Inc. & Subsidiaries
                         Index to Financial Statements

                                                                      Page

Independent Auditor's Report                                       F-2 - F-3

Consolidated Balance Sheet                                            F-4

Consolidated Statement of Operations                                  F-5

Statement of Shareholders' Equity                                     F-6

Consolidated Statement of Cash Flows                               F-7 - F-8



Notes to the Financial Statements                                     F-9



                                      F-1
<PAGE>

<TABLE>
<CAPTION>

<S>                          <C>                                <C>
                               REUBEN E. PRICE & CO.                      MEMBER
REUBEN E. PRICE,          PUBLIC ACCOUNTANCY CORPORATION          AMERICAN INSTITUTE OF
C.P.A. (1904-1986)                 FOUNDED 1942                CERTIFIED PUBLIC ACCOUNTANTS
     ------                     703 MARKET STREET                       --------
RICHARD A. PRICE, C.P.A.     SAN FRANCISCO, CA 94103             SECURITIES AND EXCHANGE
                                    --------                   COMMISSION PRACTICE SECTION
                                (415) 982-3556                 OF THE AMERICAN INSTITUTE OF
                              FAX (415) 957-1178              CERTIFIED PUBLIC ACCOUNTANTS
                                                                        ---------
                                                                   CALIFORNIA SOCIETY OF
                                                               CERTIFIED PUBLIC ACCOUNTANTS
</TABLE>


                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
World Wide Wireless Communications, Inc.


We have audited the accompanying consolidated balance sheet of World Wide
Wireless Communications, Inc. (the Company), as of September 30, 2001, and the
related consolidated statements of operations, consolidated statements of
stockholders' equity and consolidated statements of cash flows, for the year
ended September 30, 2001. Financial information for the year ended September 30,
2001 was not available for the Company's subsidiaries, Infotel Argentina and
Digital Way; consequently, the subsidiaries for this fiscal year are represented
on the balance sheet as Investment in Unconsolidated Subsidiaries, Other Assets.
Audited financial information of the Company's subsidiaries for the year ended
September 30, 2000 was available and is included in the Company's financial
statements for that year; however, these statements for the year ended September
30, 2000 were audited by other auditors whose reports have been furnished to us.
Our opinion, insofar as it relates to amounts included for Infotel Argentina and
Digital Way for the year ended September 30, 2000, 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. As stated above, the financial statements of the
acquired subsidiaries were included in the consolidated financial statements of
World Wide Wireless Communications, Inc. for the year ended September 30, 2000.
The financial statements of World Wide Wireless Communications, Inc. are the
responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in 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 managements, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, except for the inability to audit the foreign subsidiaries as
mentioned above, the financial statements of World Wide Wireless Communications,
Inc. as referred to above, present fairly, in all material respects, the
consolidated financial position of World Wide Wireless Communications, Inc., as
of September 30, 2001 and the consolidated results of its operations,
stockholders' equity and cash flows for the years ended September 30, 2001 and
2000 in conformity with accounting principles generally accepted in the United
States.


                                      F-2
<PAGE>

Board of Directors
World Wide Wireless Communications, Inc.
January 8, 2002
Page 2




The accompanying financial statements have been prepared assuming that the
Company will continued as a going concern. As discussed in Note 2, the Company
has suffered recurring losses that raise 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.

Management has fully impaired its investment in subsidiaries, Infotel Argentina
and Digital Way, as discussed in Notes 2, 3 and 16. In addition, management has
fully impaired its investment in frequency licenses, as discussed in Notes 2, 6
and 16. Management has also partially impaired its deposits in acquisitions, as
discussed in Notes 2, 3 and 16.



Reuben E. Price & Co.
January 14, 2002


                                      F-3
<PAGE>

             World Wide Wireless Communications, Inc. & Subsidiaries
                           Consolidated Balance Sheet
<TABLE>
<CAPTION>


                                                                                  September 30,
                                                                                      2001
                                                                                  ------------
                                     Assets
<S>                                                                               <C>
Current Assets:
   Cash & cash equivalents                                                        $      4,082
   Other current assets                                                                 48,991
                                                                                  ------------
        Total Current Assets                                                            53,073
                                                                                  ------------
Options on frequency licenses, $500,000, net of impairment                                  --
                                                                                  ------------
Deposits in acquisition, $395,012, net of impairment                                   197,506
                                                                                  ------------
Fixed Assets:
   Equipment                                                                           300,670
   Furniture and fixtures                                                               20,580
   Less: Accumulated depreciation & amortization                                       (99,779)
                                                                                  ------------
        Total Fixed Assets                                                             221,471
                                                                                  ------------
Other Assets:
   Investment in unconsolidated subsidiaries, $5,555,254, net of impairment                 --
   Other                                                                                 6,650
                                                                                  ------------
        Total Other Assets                                                               6,650
                                                                                  ------------
            Total Assets                                                          $    478,700
                                                                                  ============

                            Liabilities and Stockholders' Deficit
Current Liabilities:
   Accounts payable, trade                                                        $    840,520
   Accrued expenses                                                                  1,124,751
                                                                                  ------------
       Total Current Liabilities                                                     1,965,271
                                                                                  ------------
Long Term Liabilities:
    Convertible Debentures                                                           7,077,104
                                                                                  ------------
       Total Long Term Liabilities                                                   7,077,104
                                                                                  ------------
            Total Liabilities                                                        9,046,575
                                                                                  ------------

Commitments and Contingencies                                                               --

Stockholders' Deficit
   Preferred stock, 10,000,000 shares authorized, no
         shares issued and outstanding                                                      --
   Common stock, par value $.001 per share,
      300,000,000 shares authorized, 137,993,225 shares
       Issued and outstanding                                                          137,993
   Additional paid-in capital                                                       19,576,098
   Accumulated deficit                                                             (28,158,732)
   Accumulated other comprehensive loss                                               (119,034)
                                                                                  ------------
       Net Stockholders Deficit                                                     (8,563,675)
                                                                                  ------------
             Total Liabilities and Stockholders' Deficit                          $    478,700
                                                                                  ============
</TABLE>


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



                                      F-4
<PAGE>


             World Wide Wireless Communications, Inc. & Subsidiaries
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>


                                                                                   For the Year Ended
                                                                                      September 30,

                                                                             2001                       2000
                                                                        -------------              -------------
<S>                                                                         <C>                        <C>
Revenue                                                                 $          --              $     524,245
Cost of goods sold                                                                 --                    336,716
                                                                        -------------              -------------
Gross Profit                                                                       --                    187,529
                                                                        -------------              -------------
Operating Expenses:
    General and administrative                                              6,502,509                  7,065,788
    Impairment losses                                                       6,252,760                  1,500,000
                                                                        -------------              -------------
        Total Operating Expenses                                           12,755,269                  8,565,788
                                                                        -------------              -------------
Operating Loss                                                            (12,755,269)                (8,378,259)
                                                                        -------------              -------------
Other Income / (Expense):
    Interest and dividend income                                               46,386                     52,857
    Interest (expense)                                                       (294,600)                   (70,706)
                                                                        -------------              -------------
        Total Other Expense                                                  (248,214)                   (17,849)
                                                                        -------------              -------------
Net Loss                                                                  (13,003,483)                (8,396,108)
Other Comprehensive Loss:
    Foreign currency translation                                             (117,874)                    (1,160)
                                                                        -------------              -------------
Total Comprehensive Loss                                                $ (13,121,357)             $  (8,397,268)
                                                                        =============              =============

Basic and Diluted Loss Per Share                                        $       (0.12)             $       (0.10)
                                                                        =============              =============

Basic and Diluted Weighted Average Shares Outstanding                     107,316,000                 81,657,000
                                                                        =============              =============
</TABLE>




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



                                      F-5
<PAGE>

                    World Wide Wireless Communications, Inc.
                 Consolidated Statement of Shareholders' Equity
                For the Years Ended September 30, 2001 and 2000
<TABLE>
<CAPTION>


                                                Common Stock
                                          ------------------------                                     Accumulated
                                                                         Additional                       Other
                                                                          Paid-in      Accumulated    Comprehensive        Total
                                             Shares          Amount       Capital        Deficit          Income          Equity
                                          ------------   ------------   ------------   ------------    ------------    ------------
<S>                                       <C>        <C>                <C>            <C>             <C>             <C>
Balance, September 30, 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
Conversion of debentures
    for common stock
    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
Common stock issued in private
    placement between $0.005
    and $0.535 per share                    26,328,380         26,328      1,251,353             --              --       1,277,681
Conversion of debentures
    for common stock between
    $0.005 and $0.135 per share             24,170,682         24,171        994,195             --              --       1,018,366
Common stock issued for services
    at $0.125 and $0.40 per
    share                                    1,230,000          1,230        257,020             --              --         258,250
Additional paid-in capital,
    stock options                                   --             --          4,200             --              --           4,200
Net loss for the fiscal year
    ended, September 30, 2001                       --             --             --    (13,003,483)             --     (13,003,483)
 Other comprehensive income:
    Foreign currency adjustment                     --             --             --             --        (117,874)       (117,874)
                                          ------------   ------------   ------------   ------------    ------------    ------------
Balance, September 30, 2001                137,993,225   $    137,993   $ 19,576,098   $(28,158,732)   $   (119,034)   $ (8,563,675)
                                          ============   ============   ============   ============    ============    ============
</TABLE>



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



                                      F-6
<PAGE>


             World Wide Wireless Communications, Inc. & Subsidiaries
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                              For the Year Ended
                                                                                 September 30,
                                                                         2001                     2000
                                                                     ------------             ------------
<S>                                                                  <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                         $(13,003,483)            $ (8,396,108)
    Adjustments to reconcile net loss from operations
      to net cash used by operating activities:
       Common stock issued for services                                   258,250                1,142,445
       Charge to earnings for beneficial
           conversion of capital stock                                    157,278                       --
       Stock options re-valuation                                           4,200                       --
       Impairment loss                                                  6,252,760                1,500,000
       Depreciation and amortization expense                              349,062                  164,450
       Interest payable added to principal of debentures                  240,514                       --
       Foreign currency loss                                             (117,874)                  (1,160)
    Changes in assets and liabilities:
       Decrease (Increase) in inventory                                   701,467                 (750,458)
       Decrease (Increase) in other current assets                        399,300                 (336,560)
       Decrease (Increase) in other assets                                 19,170                   (5,742)
       Increase (Decrease) in accrued
           expenses and accounts payable                                 (397,175)               1,870,080
                                                                     ------------             ------------

       Net Cash (Used) by Operating Activities                         (5,136,531)              (4,813,053)
                                                                     ------------             ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchase of fixed assets                                          (358,632)              (2,531,850)
       Refund (receivable) collected                                      500,000                 (500,000)
       Deposits in acquisition                                                 --                 (395,012)
       Acquisition of frequency licenses                                       --               (1,175,067)
       Acquisition of intangible assets                                        --                  (41,327)
       Advances to subsidiaries                                        (1,859,586)                      --
                                                                     ------------             ------------

       Net Cash (Used) by Investing Activities                         (1,718,218)              (4,643,256)
                                                                     ------------             ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from convertible debentures                                2,470,000                5,639,678
    Proceeds from issuance of common stock                              1,277,681                6,652,699
                                                                     ------------             ------------

       Net Cash Provided by Financing Activities                        3,747,681               12,292,377
                                                                     ------------             ------------

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                                                          $ (3,107,068)            $  2,836,068


                                              - continued -
</TABLE>

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


                                      F-7
<PAGE>


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

<TABLE>
<CAPTION>

                                                                                For the Year Ended
                                                                                  September 30,
                                                                            2001                    2000
                                                                        -----------              -----------
<S>                                                                     <C>                      <C>
                                             - continued -
NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS                                                         $(3,107,068)             $ 2,836,068
CASH AND CASH EQUIVALENTS
    AT BEGINNING OF PERIOD                                                3,111,150                  275,082
                                                                        -----------              -----------

CASH AND CASH EQUIVALENTS
    AT END OF YEAR                                                      $     4,082              $ 3,111,150
                                                                        ===========              ===========
SUPPLEMENTAL DISCLOSURES OF CASH:
       Interest paid                                                    $        --              $        --
       Income taxes paid                                                $        --              $        --
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES:
       Interest accrued on debentures, added to
       the principal of the debentures                                  $   240,514              $    27,678
       Debentures converted to capital stock                            $ 1,018,366              $   740,000
       Capital stock issued in acquisition of subsidiaries                       --              $ 1,500,000
</TABLE>


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


                                      F-8
<PAGE>





                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------

         The financial statements presented are those of World Wide Wireless
         Communications, Inc., (the Company) and its subsidiaries, Infotel
         Argentina S.A. and Digital Way S.A. The Company has been engaged in
         activities related to advanced wireless communications, including the
         acquisition of radio-frequency spectrum internationally.

Consolidated Financial Statements
---------------------------------

         The Company's policy is that accounts of the Company and its
         consolidated subsidiaries are included in the consolidated financial
         statements after elimination of significant intercompany accounts and
         transactions. As discussed in Note 3 below, information from the
         Company's subsidiaries is not available for the fiscal year ended
         September 30, 2001, and therefore their accounts are not included in
         these financial statements for the period ended September 30, 2001. 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.

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 (first-in first-out method) or
         market.

Operating Intangible Assets
---------------------------

         The frequency licenses are not yet placed in service and consequently
         are not being amortized. Once placed in service, licenses will be
         amortized on a straight-line basis over the term of the licenses.

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 (SFAS) No. 121. The Company will adopt SFAS No.
         144, which supercedes SFAS No 121, in the year ending September 30,
         2003.  The Company does not expect any material effect in its
         adoption.



                                      F-9
<PAGE>


                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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, cash equivalents, other assets, accounts payable, 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.

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 Translation
-----------------------------------------------------

         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 stockholders' equity. The sole
         component of other comprehensive income is a foreign currency
         translation adjustment.

Recent Accounting Pronouncements
--------------------------------

         The Company has adopted SFAS No. 133, "Accounting for Derivative
         Instruments and Hedging Activities", and SFAS No. 137, "Accounting for
         Derivative Instruments and Hedging Activities-Deferral of the Effective
         Date of FASB No. 133", 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.




                                      F-10
<PAGE>


                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         The Financial Accounting Standards Board has established the following
         new pronouncements, none of which have (will) materially affect the
         Company: SFAS No. 134, "Accounting for Mortgage-Backed Securities
         Retained after the Securitization of Mortgage Loans Held for Sale by a
         Mortgage Banking Enterprise - an amendment of SFAS No. 65 (effective
         for fiscal quarters beginning after December 15, 1998)," SFAS No. 135,
         "Rescission of SFAS No. 75 and Technical Corrections (effective for
         fiscal years ending after December 15, 1999)," SFAS No. 137,
         "Accounting for Derivative Instruments and Hedging Activities -
         Deferral of the Effective Date of SFAS No. 133 - an amendment of SFAS
         No. 133 (effective June 1999)," SFAS No. 138, "Accounting for Certain
         Derivative Instruments and Certain Hedging Activities - an amendment of
         SFAS No. 133 (effective for fiscal years beginning after June 15,
         2000)," SFAS No. 139, "Rescission of SFAS No. 53 and amendments to SFAS
         No. 63, 89, and 121 (effective for fiscal years beginning after
         December 15, 2000)," SFAS No. 140, "Accounting for Transfers and
         Servicing of Financial Assets and Extinguishments of Liabilities - a
         replacement of SFAS No. 125 (effective for certain disclosures for
         fiscal years ending after December 15, 2000)," SFAS No. 141, "Business
         Combinations," which eliminates the pooling-of-interests method for
         business combinations initiated after June 30, 2001, SFAS No. 142,
         "Goodwill and Other Intangible Assets" (effective for fiscal years
         beginning after March 15, 2001), which enhances disclosure for these
         assets subsequent to their acquisition, SFAS No. 143, "Accounting for
         Asset Retirement Obligations," which is effective for financial
         statements issued for fiscal years beginning after June 15, 2002.

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 AND SIGNIFICANT RISKS AND UNCERTAINTIES

         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 $28,158,732 at
         September 30, 2001. Net losses are expected for the foreseeable future.
         As such, there is substantial doubt as to the Company's ability to
         continue as a going concern. Management is considering alternatives to
         its business strategy, including modifications of its business plan and
         possible sale or licensing of certain assets. 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.

         Additionally, as discussed in Notes 3 and 16, the Company has lost
         management control of its subsidiaries in Argentina and Peru. While it
         is in the process of resolving these situations, it is unclear what the
         outcome will be.

         Furthermore, as discussed in Note 4, WSI, Inc. of Puerto Rico, and its
         principal shareholder, received a default judgment against the Company
         for $4,675,000. While the Company believes that it is not liable for
         any material amount, and is currently pursuing both legal options and
         settlement negotiations, it is unclear what the outcome will be.

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 in 454,545 shares of company stock.
         Infotel also engages in telephone system integration and engineering
         projects. The minority




                                      F-11
<PAGE>


                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001



NOTE 3 - ACQUISITIONS (continued)

         interest in net loss is not recognized, because the Company anticipates
         being fully responsible for the subsidiary's losses.

         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. Consequently, operations in Argentina have
         been temporarily suspended pending resolution of this matter, and the
         subsidiary's accounts have not been made available to the Company.
         Therefore, management recognized an impairment of the frequency
         licenses asset in the amount of the Company's investment of $1,500,000
         at September 30, 2000, and has recognized an impairment of the
         Company's investment of $1,110,652 at September 30, 2001.

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 in cash and $900,000 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.

         In June of 2001, the Company received a notice of default from Digital
         Way, claiming breach of the terms of the Company's purchase agreement.
         The Company disputes those claims and is currently negotiating with
         Digital Way to resolve the situation and anticipates a resolution in
         the near future. Digital Way's accounts have not been made available to
         the Company, although Digital Way has agreed to provide financial
         information necessary for the completion of consolidated financial
         statements within the quarter ending March 31, 2002. Due to these
         disputes and other uncertainties, management has recognized an
         impairment of the Company's investment of $4,444,608.

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 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. Management is in negotiation with the Indian partners
         regarding future plans. Because of uncertainties in both the outcome of
         these negotiations and the Company's ability to complete the
         transactions, management has recognized an impairment of the deposit in
         the amount of $124,175.

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. Due to uncertainties in the
         Company's




                                      F-12
<PAGE>


                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001



NOTE 3 - ACQUISITIONS (continued)

         ability to complete the transaction, management has recognized an
         impairment of the investment in the amount of $73,331.

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
         entered into an agreement for the refund of the advance payment, which
         was fully paid in January 2001.

Financial Data
--------------

         As stated above, audited financial data for the year ended September
         30, 2001 is not available for the Company's two subsidiaries, Infotel
         Argentina and Digital Way. However, partial unaudited quarterly
         information was available during the year ended September 30, 2001, and
         was presented in the respective Forms 10-QSB. The information is
         summarized below:
<TABLE>
<CAPTION>



                                            12/31/00          03/31/01         06/30/01        09/30/01
                                           (Unaudited)      (Unaudited)      (Unaudited)     (Unaudited)
                                           ------------------------------------------------------------
<S>                                        <C>             <C>              <C>                  <C>
         DIGITAL WAY
         Total Assets                      $2,227,807      $ 2,304,891      $  3,952,752             *
         Total Liabilities                  2,977,212        3,428,399         5,444,391             *
                                           ------------------------------------------------------------
         Total Shareholders Deficit        $ (749,405)     $(1,123,508)     $ (1,491,639)            *
                                           ============================================================

                                                               For the Quarter Ended
                                            12/31/00         03/31/01         06/30/01         09/30/01
                                           (Unaudited)      (Unaudited)      (Unaudited)     (Unaudited)
                                           ------------------------------------------------------------

         Revenue                           $   12,803      $  $ 84,804      $    153,207             *
         Expenses                             489,537          458,873           513,410             *
                                           ------------------------------------------------------------
         Net Loss                          $ (476,734)     $  (374,069)     $   (360,203)            *
                                           ============================================================
</TABLE>


         * No information available



                                      F-13
<PAGE>


                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001


NOTE 3 - ACQUISITIONS (continued)
<TABLE>
<CAPTION>

                                            12/31/00          03/31/01         06/30/01        09/30/01
                                           (Unaudited)      (Unaudited)      (Unaudited)     (Unaudited)
                                            -----------------------------------------------------------
<S>                                         <C>              <C>                    <C>          <C>
         INFOTEL
         Total Assets                       $ 430,515        $ 430,515                *             *
         Total Liabilities                    434,950          468,951                *             *
                                            -----------------------------------------------------------
         Total Shareholders Deficit         $  (4,35)        $ (38,436)               *             *
                                            ===========================================================

                                                               For the Quarter Ended
                                            12/31/00         03/31/01         06/30/01         09/30/01
                                           (Unaudited)      (Unaudited)      (Unaudited)     (Unaudited)
                                            -----------------------------------------------------------
         Revenue                            $303,343                0                 *             *
         Expenses                            366,978         $ 34,001                 *             *
                                            -----------------------------------------------------------
         Net Loss                           $(63,635)        $(34,001)                *             *
                                            ===========================================================
</TABLE>


         * No information available

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. Thereafter, the
         lessor cross-complained against the Company and its predecessors
         alleging breach of contract. On December 9, 1999, a settlement
         agreement was signed, which provided for the Company to pay $87,375 to
         the lessor, in the fiscal years ended September 30 1998, 1999, and
         2000. Under terms of the settlement agreement, the Company also had an
         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) which is still pending. The Company
         believes that under current FCC regulations it is not required to pay
         the $250,000 purchase price until such time as the FCC has approved the
         transfer of the license.

         The Company borrowed from Credit Bancorp $328,000 in August 1999 and
         $412,000 in October 1999. The terms of this loan are 7% interest per
         annum payable, semiannually on the last day of February and September,
         with the principal due September 30, 2002. On August 26, 1999, the
         Company filed suit against Credit Bancorp, in U.S. District Court in
         San Francisco, regarding improprieties on the part of Credit Bancorp
         relating to the August 1999 loan. The case was settled on October 11,
         1999. As part of the settlement agreement, Credit Bancorp agreed to
         convert the original loans granted to the Company to a convertible
         debenture in the amount of $740,000. On October 11, 1999, the Company
         issued a convertible unsecured debenture for $740,000 to Credit Bancorp
         in settlement of this obligation. The terms of this convertible
         unsecured debenture are 7% interest per annum payable semiannually on
         the last day of February and September, with the principal due
         September 30, 2002. Credit Bancorp's receiver agreed to convert the
         principal and accrued interest owing on the debenture into 482,734
         shares



                                      F-14
<PAGE>


                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001



NOTE 4 - COMMITMENTS AND CONTINGENCIES (continued)

         of the Company's stock during the fiscal year ended September 30, 2000.
         As of December 12, 2001, the Company has not issued the stock.

         On April 19, 2001, the Company was served with a complaint alleging
         unjust enrichment and a violation of California Business and
         Professions Code by Broad Horizons, Inc., a Florida corporation. The
         complaint stems from allegations that the Company improperly received
         monetary benefits from the Company's intended acquisition of
         Comunicacoes 100Fio, Ltda, a Brazilian corporation, and the Company's
         subsequent relations with Luis Cuza, a former vice-president and
         director of Broad Horizons, Inc., and a former member of the Company's
         board of directors. The Company denies the allegations and plans to
         file a response to the complaint. Management believes that the
         resolution of this matter will not have a material effect on the
         Company's financial statements.

         On July 20, 2001, WSI, Inc., a Puerto Rican corporation, and its
         principal officer and shareholder Howard Hager, filed suit against the
         Company in the U.S. District Court in Puerto Rico for breach of
         contract and damages in the amount of $4,675,000. The claims arise out
         of an alleged agreement on the part of the Company to acquire WSI and
         provide it with substantial financing. A default judgment has been
         entered in WSI's favor. The Company does not believe that it is liable
         for any material amount, and is currently pursuing both legal options
         and settlement negotiations in order to resolve the matter, and
         anticipates a resolution in the quarter ending March 31, 2002.

Operating Leases
----------------

         As of September 30, 2001, the Company had no long term lease
         obligations in the United States. Information on the subsidiaries'
         lease obligations is unavailable.

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 2,433,330 shares of its common stock for
         services at an aggregate value of $1,142,445. Stock issued for services
         was at the reported market price for the shares at the time of
         issuance. The Company issued 635,645 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 reported market price for the shares at
         the time of issuance.

         During the fiscal year ended September 30, 2001, the Company sold
         26,328,380 shares of its common stock for net cash proceeds of
         $1,277,681. The Company issued 24,170,682 shares of common stock in
         conversion of outstanding debentures for an aggregate value of
         $1,018,366. The Company also issued 1,230,000 shares of its common
         stock for services at an aggregate value of $258,250. Stock issued for
         services was at the reported market 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 Communications
         Commission. This agreement also provided the Company an exclusive
         option



                                      F-15
<PAGE>


                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001



NOTE 6 - OPTIONS ON FREQUENCY LICENSES (continued)

         to lease excess capacity on Shekinah's remaining thirty-two
         Instructional Television Fixed Service channels, as they became
         available. The Company has decided that it will not pursue the option,
         has ceased making the minimum required monthly payments, and has
         decided to forfeit the $500,000 paid for the option.

NOTE 7 - INCOME TAXES

         A reconciliation between the actual income tax benefit and the federal
         statutory rate follows:
<TABLE>
<CAPTION>
                                                                  Fiscal years ended September 30,
                                                                2001                          2000
                                                         -------------------        ---------------------
                                                         Amount           %            Amount          %
                                                         ------          ---           ------         ---
<S>                                                    <C>                <C>       <C>                <C>
         Computed income tax benefit at statutory      $4,461,000         34 %      $ 2,848,407        34 %
         rate
         Tax benefit reserved for doubtful valuation   (4,461,000)       (34)%       (2,848,407)      (34)%
                                                       -----------                    ----------

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


         At September 30, 2001, the Company had a net operating loss carry
         forward for federal tax purposes of approximately $28,159,000 which if
         unused to offset future taxable income, will expire between the years
         2010 to 2020. For state tax purposes, they will expire if unused in
         2004, 2005 and 2006. A valuation allowance has been recognized to
         offset the related deferred tax assets due to the uncertainty of
         realizing any benefit therefrom.

         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
         ubsequent 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:


                                                      2001              2000
                                                      ----              ----
         Net operating loss carryforwards         $21,906,000       $15,000,000

         Valuation allowance                      (21,906,000)      (15,000,000)
                                                   ----------        ----------
         Net deferred tax assets                      None              None
                                                      ----              ----



                                      F-16
<PAGE>


                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001


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.
<TABLE>
<CAPTION>
                                                                              Fiscal Year Ended
                                                                                September 30,
                                                                            2001              2000
                                                                            ----              ----
<S>                                                                   <C>                <C>
         Net loss                                                     $ (13,003,483)     $ (8,396,108)
                                                                      =============      ============

         Weighted average number of common shares                       107,316,000        81,656,614
                                                                      =============      ============
         Basic and diluted loss per share                             $       (0.12)     $      (0.10)
                                                                      =============      ============
</TABLE>



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

                Stock options                   7,950,000         3,750,000
                Convertible warrants           20,120,882         3,600,000
                                               ----------         ---------
                                               28,070,882         7,350,000

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, 2001 and 2000 are as follows:
<TABLE>
<CAPTION>
                                                             2001                         2000
                                                             ----                         ----
                                                                   Average
                                                   Number of      Exercise      Number of       Average
                                                     Shares         Price         Shares     Exercise Price

<S>                                                   <C>             <C>          <C>            <C>
         Options outstanding October 1                500,000         $0.095       500,000        $0.095
         Granted                                    1,050,000          0.015
         Cancelled/Expired                                 --             --            --            --
         Exercised                                         --             --            --            --
                                                    ---------         ------       -------        ------
         Options outstanding, September 30          1,550,000         $0.041       500,000        $0.095
                                                    =========         ======       =======        ======
</TABLE>



                                      F-17
<PAGE>


                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001


NOTE 9 - STOCK OPTION PLANS (continued)

Incentive Stock Plan
--------------------

         The Company adopted an incentive stock plan on August 5, 1998, which
         was approved by the shareholders on March 1, 2001. 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
         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 were being treated as non-statutory stock options
         until the incentive stock plan was approved by the shareholders.

         Combined transactions in employee options for the fiscal years ended
         September 30, 2001 and 2000 are as follows:
<TABLE>
<CAPTION>

                                                             2001                         2000
                                                             ----                         ----
                                                                    Average
                                                   Number of       Exercise      Number of      Average
                                                    Shares          Price         Shares     Exercise Price
<S>                                                 <C>               <C>        <C>              <C>
         Options outstanding October 1              3,250,000         $0.602     2,450,000        $0.095
         Granted                                    3,050,000          0.015     1,600,000         1.125
         Cancelled/Expired                                  0          0          (800,000)        0.095
         Exercised                                          0          0                 0         0
                                                    -------------------------------------------------------
         Options outstanding, September 30          6,300,000         $0.318     3,250,000        $0.602
                                                    =========         -=====     =========        -=====
</TABLE>



Compensation Costs

         The Company applies APB Opinion 25 in accounting for its stock
         compensation plans discussed above. Accordingly, no compensation costs
         have been recognized for these plans in 2001 or 2000. 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:
<TABLE>
<CAPTION>
                                                                2001                2000
                                                                ----                ----
<S>                                                        <C>                  <C>
         Net loss:
                    As reported                            $(13,121,000)        $(8,396,108)
                                                            ============          ==========
                    Pro forma                              $(13,171,600)        $(8,400,654)
                                                           =============         ==========
         Basic and diluted loss per share:

                    As reported                              $(0.12)              $(0.10)
                                                             =======              =======
                    Pro forma                                $(0.12)              $(0.10)
                                                             =======              =======
</TABLE>



                                      F-18
<PAGE>


                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001


NOTE 9 - STOCK OPTION PLANS (continued)

         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                            4%
         Expected life                              5/10 years
         Expected volatility                               97%


NOTE 10 - SEGMENT INFORMATION

         Because no financial information is available from the Company's
         foreign subsidiaries for the year ended September 30, 2001 (See notes 1
         and 3), no detail segment information is provided.

NOTE 11 - SECURITIES PURCHASE AGREEMENTS

         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.

         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 agreed to issue an additional 608,000
         shares of common stock to the investors and subordinated debentures
         with a principal amount of $1,312,000, 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 for the period
         between October 14, 2000 and April 14, 2001 and zero thereafter.

         On November 15, 2000, the investors agreed to modify the transaction
         documents in accordance with the Company's request and agreed to waive
         any breach of the original Securities Purchase Second Amendment. In
         consideration for these concessions, the Company agreed to increase the
         principal amount of the debentures held by the investors. The investors
         have returned to the Company 760,000 previously issued shares of common
         stock in exchange for the issuance of new debentures reflecting the
         increase in the principal amount. Under this agreement, the selling
         shareholders may convert the debentures at a conversion price 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.



                                      F-19
<PAGE>


                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001



NOTE 11 - SECURITIES PURCHASE AGREEMENTS (continued)

         The Company entered into a common stock purchase agreement with
         Grenville Finance Ltd. dated January 26, 2001 for the future issuance
         and purchase of the Company's common stock. The common stock purchase
         agreement establishes what is sometimes termed an equity line of credit
         or an equity draw down facility. Grenville Finance Ltd. committed up to
         $50 million to purchase the Company's common stock over a twenty-four
         month period. Once every 22 trading days, the Company may request a
         draw down of up to $1,500,000 of the committed money, subject to a
         formula based on the average common stock price and average trading
         volume, setting the maximum amount of any request for any given draw
         down. Each draw down must be at least $50,000, and there must be a
         seven trading day waiting period between draw downs. The amount of
         money that Grenville Finance Ltd. will provide and the number of shares
         the Company will issue to Grenville Finance Ltd. in return for that
         money is settled twice during a 22 day trading period following the
         draw down request based on the formula in the common stock purchase
         agreement. Grenville Finance Ltd. will receive a fifteen percent
         discount to the volume weighted average stock price for that 22 day
         period. The Company will receive the amount of the draw down less an
         escrow agent fee of $750 for each draw down amount and an 8% placement
         fee payable to the placement agent, Union Atlantic, LC. In addition,
         Grenville Finance Ltd. will receive a three year warrant to purchase up
         to 15,000,000 shares of the Company's common stock at an exercise price
         of $0.265 per share.

         On February 11,2001, the Company entered into a Stock Purchase
         Agreement with two investors for the purchase of four million shares of
         common stock offered at $0.125 per share through its Post Effective
         Amendment to Form SB-2 Registration Statement. The total purchase price
         was $500,000.

         On March 29, 2001, the Company entered into a Senior Secured
         Convertible Debentures and Warrants Purchase Agreement with several
         investors. The investors agreed to purchase $750,000 principal amount
         of 8% convertible debentures and the Company agreed to issue warrants
         to purchase 50,000 shares of common stock for each $100,000 principal
         amount purchased by the investors and issued warrants to purchase a
         total of 375,000 shares. The exercise price on the warrants shall be
         115% of the average of the five bid prices immediately prior to March
         29, 2001. The term of the warrants is for three years. Under the
         agreement, the Company also agreed to remove the floor price on the 4%
         convertible debentures previously issued and to decrease the price of
         the warrants to $.1012. In addition, the Company pledged certain U.S.
         licenses and leases as collateral against these debentures.

         On June 7, 2001 the Company and several investors agreed to amend the
         March 29, 2001 Senior Secured Convertible Debentures and Warrants
         Purchase Agreement. The investors agreed to purchase $200,000 principal
         amount of 8% senior convertible debentures. The Company also agreed to
         issue letter warrants to purchase up to $125,000 divided by 85% of the
         average of the three lowest bid prices during the 22 trading days prior
         to June 7, 2001.

         On August 17, 2001, the Company received aggregate proceeds of $60,000
         pursuant to the Company's drawdown notice to Grenville Finance Ltd. in
         connection with the common stock purchase agreement dated January 26,
         2001, evidencing an equity drawdown facility between the Company and
         Grenville Finance Ltd. This notice offered to sell up to $60,000 of
         common stock to Grenville Finance Ltd. Based on the formula in the
         stock purchase agreement, during the 22 day period beginning October
         10, 2001 and ending November 22, 2001. Grenville Finance Ltd. purchased
         12,000,000 shares of the Company's common stock.

         On September 27, 2001 the Company and several investors agreed to amend
         the March 29, 2001 Senior Secured Convertible Debentures and Warrants
         Purchase Agreement. The investors agreed to purchase $60,000 principal
         amount of 8% senior convertible debentures. No warrants were involved
         in this amendment to the Senior Secured Convertible Debentures and
         Warrants Purchase Agreement.



                                      F-20
<PAGE>


                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001



NOTE 11 - SECURITIES PURCHASE AGREEMENTS (continued)

         On June 13, 2001, the Company issued a drawdown notice to Grenville
         Finance Ltd. in connection with the common stock purchase agreement
         dated January 26, 2001, evidencing an equity draw down facility between
         us and Grenville Finance Ltd. This notice offered to sell up to
         $130,000 of common to Grenville Finance Ltd. based on the formula in
         the stock purchase agreement, during the 22 day period beginning on
         June 13, 2001 and ending on July 16, 2001, but at not less than $0.015
         per share. As part of the Company's drawdown notice, Grenville Finance
         Ltd. purchased 7,092,248 shares of the Company's common stock. These
         purchases resulted in aggregate proceeds of $130,000 being paid and
         released from escrow by Grenville Finance Ltd.

NOTE 12 - LOAN AGREEMENT

         On January 14, 2001, the Company entered into a Loan Agreement with its
         systems integrator, Andrew Corporation, to repay costs incurred in
         purchasing their services and equipment. Under the Loan Agreement,
         Andrew received an initial payment of $100,000 and was scheduled to
         receive an additional $100,000 each month until the loan was repaid. In
         addition, the Company issued a Company warrant to purchase no less than
         200,000 shares and no greater that 500,000 shares of common stock. The
         warrants are exercisable until January 24, 2005 at an exercise price of
         $0.23 per share. The warrants were issued in lieu of interest, and the
         Company is required to register the shares underlying the warrants.
         Further, on July 23, 2001, the Company entered into an agreement with
         Andrew to resolve all remaining indebtedness. This agreement required
         the return of all equipment previously shipped to Argentina, most of
         which has been held in the duty free zone in La Plata, Argentina, as
         well as, some inventory held in the U.S. The equipment in Argentina has
         not yet been returned to Andrew.

NOTE 13 - SEVERANCE AGREEMENT - FORMER OFFICER

         On April 20, 2001, the Company entered into a Settlement Agreement and
         Mutual Release with former CEO Douglas P. Haffer for the release of his
         right to a contractual severance amount exceeding $1,000,000. In
         exchange, and upon execution of the settlement agreement, Mr. Haffer
         agreed to resign from his executive positions with the Company and its
         subsidiaries and from his seats on their boards of directors. Pursuant
         to the settlement agreement, the Company repriced the exercise price
         for two separate grants of stock options to Mr. Haffer. Previously, he
         held two 800,000 stock option grants, with an exercise price of $1.62
         and $0.095. The compensation element of the repricing, using the fair
         value method is $4,200.

         Pursuant to the settlement agreement, the exercise prices for these
         options were repriced to $0.01 and $0.036, respectively. Additionally,
         the Company was required to pay a severance package in the amount of
         $77,000 to Mr. Haffer, of which $30,000 was to be paid at the time the
         agreement was executed. The remaining $47,000 has not been paid and
         remains outstanding at September 30, 2001.

NOTE 14 - LEASEBACK TRANSACTION - PERU

         On May 17, 2001, the Company's Peruvian subsidiary, Digital Way, S.A.,
         entered into a sale-leaseback arrangement with Bco. Continental
         involving virtually all of Digital Way's fixed assets and equipment.
         The transaction generated a sale/use tax refund of $360,800 less
         commissions and fees of approximately $55,700, for a net benefit of
         $305,100. The principal amount of $1,694,000 was deposited in a
         restricted interest bearing security deposit account held by



                                      F-21
<PAGE>


                    World Wide Wireless Communications, Inc.
                        Notes to the Financial Statements
                               September 30, 2001



NOTE 14 - LEASEBACK TRANSACTION - PERU (continued)

         Bco. Continental to guarantee future lease payments, and from which the
         quarterly lease payments of $169,387 will be paid. The first quarterly
         payment was due August 17, 2001 and payments continue until May 17,
         2004.

NOTE 15 - CONVERSION OF DEBENTURES

         Commencing on April 10, 2001 through September 30, 2001, debenture
         holders exercised their option to convert $1,018,366 of debentures into
         24,170,682 shares of common stock.


NOTE 16 - SIGNIFICANT FOURTH QUARTER ADJUSTMENTS

         Adjustment                                         September 30, 2001

         Impairment of Frequency License (a)                      $    500,000

         Impairment of Deposits in India and Thailand (b)         $    197,500

         Impairment of Investments in Subsidiaries (c)            $  5,555,260

         (a)      As discussed in note 6, the Company entered into an agreement
                  with Shekinah Networks in November 1998 to lease certain
                  channels in the United States, with an option to purchase
                  others as they became available. The Company has ceased making
                  the required minimum monthly payments on the existing leases,
                  and has decided to not pursue the option on any of the other
                  channels, thus forfeiting the option. Therefore, an impairment
                  has been recognized for the full $500,000 option in frequency
                  licenses.

         (b)      As discussed in Note 3, the Company is in negotiations with
                  its partners in India and Thailand. Because the outcome of
                  these negotiations is unknown, the Company has recognized a
                  50% impairment on its deposits in Acquisitions, in the amount
                  of $197,500.

         (c)      As discussed in Note 3, the Company has lost management
                  control of its subsidiaries in Argentina and Peru. However,
                  negotiations are on going to obtain resolution to the problem.
                  Because of the situation, the Company has recognized an
                  impairment of the Company's remaining investments in those two
                  subsidiaries, in the amount of $5,555,254.

NOTE 17 - SUBSEQUENT EVENTS

         On November 1, 2001, the Company signed a non-binding letter of intent
         to acquire Hard Disk Cafe, Inc., a privately held Florida corporation
         which intends to develop and license themed internet cafes. Terms call
         for the Company to pay $1,250,000 in cash and 25 million shares of
         common stock. The acquisition is subject to the signing of a definitive
         agreement, and to the availability of appropriate financing.





                                      F-22