================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------

                                   Form 10-QSB

                  QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                          -----------------------------
                  For the quarterly period ended June 30, 2000


                    WORLD WIDE WIRELESS COMMUNICATIONS, INC.
                 (Name of small business issuer in its charter)

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

                           520 Third Street, Suite 101
                                Oakland, CA 95607
                                 (510) 839-6100
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities 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 [ ] No [X]

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date.

             83,459,031 shares of common stock as of June 30, 2000.

     Transitional Small Business Disclosure Format         Yes[ ]     No[x]
================================================================================



<PAGE>


Part I.  FINANCIAL INFORMATION
Item 1.  FINANCIAL STATEMENTS
<TABLE>

                          World Wide Wireless Communications, Inc. &
                                         Subsidiaries
                                 (A Development Stage Company)
                                  Consolidated Balance Sheet
                                         June 30, 2000
                                           UNAUDITED

<CAPTION>

                                                  Assets
                                                                  June 30,      September 30,
                                                                    2000            1999
                                                                    ----            ----
<S>                                                            <C>             <C>
Current Assets:
   Cash & cash equivalents                                     $  3,066,586    $    275,082
   Trade and other accounts receivable                              252,816            --
   Prepaid and other                                                193,522          62,740
                                                               ------------    ------------
        Total Current Assets                                      3,512,924         337,822
                                                               ------------    ------------
Fixed Assets:
   Furniture, fixtures & equipment                                1,509,764          74,906
   Leasehold improvements                                           334,300         261,478
   Accumulated depreciation and
   amortization                                                     (89,994)        (13,506)
                                                               ------------    ------------
        Total Fixed Assets                                        1,754,070         322,878
                                                               ------------    ------------
Other Assets:
   Deposit in acquisition                                         1,146,662            --
   Option on frequency licenses                                     500,000         500,000
   Frequency licenses                                             2,680,739            --
   Rental deposit                                                    20,727          20,077
                                                               ------------    ------------
       Total Other Assets                                         4,348,128         520,077
                                                               ------------    ------------
        Total Assets                                           $  9,615,122    $  1,180,777
                                                               ============    ============

                                   Liabilities and Stockholders' Equity

Current Liabilities:
   Accounts payable                                            $    106,729    $       --
   Accrued expenses                                                 298,842         491,468
                                                               ------------    ------------
       Total Current Liabilities                                    405,571         491,468
                                                               ------------    ------------
Long-Term Liabilities:
   Debentures payable                                             3,280,000         328,000
                                                               ------------    ------------
       Total Long-Term Liabilities                                3,280,000         328,000
                                                               ------------    ------------
         Total Liabilities                                        3,685,571         819,468
                                                               ------------    ------------
Stockholders' Equity:
   Minority interest                                                155,660            --
   Common stock, par value $.001 per share,
      100,000,000 shares authorized, 83,459,031 issued
      and outstanding at June 30, 2000                               83,459          71,184
   Additional paid-in capital                                    16,061,639       7,049,266
   Deficit accumulated during development stage                 (10,371,207)     (6,759,141)
                                                               ------------    ------------
       Total Stockholders Equity                                  5,929,551         361,309
                                                               ------------    ------------
         Total Liabilities and Stockholders' Equity            $  9,615,122    $  1,180,777
                                                               ============    ============
</TABLE>


                                              2


<PAGE>




<TABLE>

                                    World Wide Wireless Communications, Inc. &
                                                   Subsidiaries
                                           (A Development Stage Company)
                                       Consolidated Statement of Operations
                                                   June 30, 2000
                                                     UNAUDITED
<CAPTION>


                                                                                                    Period from
                                                                                                     inception
                                                                                                   (Sept 1, 1994)
                                       Three months ended June. 30,   Nine months ended June 30,       through
                                          2000          1999           2000             1999        June 30,2000
                                      ------------  ------------   ------------    -------------    ------------
<S>                                   <C>           <C>            <C>             <C>              <C>
Revenue                               $   166,998           --     $   664,037             --       $    664,037
Cost of Goods Sold                         62,964           --         284,964             --            284,964
                                      ------------  ------------   ------------    -------------    ------------
Gross Profit                              104,034           --         379,073             --            379,073

Operating Expenses                      1,513,490       902,233      3,954,764        1,496,883       10,713,905
                                      ------------  ------------   ------------    -------------    ------------


Operating Income (Loss)                (1,409,456)     (902,233)    (3,575,691)      (1,496,883)     (10,334,832)

Interest Income                            30,885            71         31,059               71           31,059

Tax Expense                                   --            --         (26,924)            --            (26,924)

Minority Interest                         (16,010)          --         (40,510)            --            (40,510)
                                      ------------  ------------   ------------    -------------    ------------

Net Profit (Loss)                     $(1,394,581)  $  (902,162)   $(3,612,066)   $  (1,496,812)    $(10,371,207)
                                      ============  ============   ============    =============    ============

Basic Loss Per Share                  $     (0.02)  $     (0.01)   $     (0.05)   $       (0.03)           (0.20)
                                      ============  ============   ============    =============    ============
Basic Weighted Average
Shares Outstanding                     83,450,022    66,379,309     78,306,567       58,520,021      51,254,860
                                      ============  ============   ============    =============    ============


Diluted Loss Per Share                $     (0.02)    $   (0.01)   $     (0.04)    $      (0.02)    $     (0.19)
                                      ============  ============   ============    =============    ============
Diluted Weighted Average
Shares Outstanding                     87,000,022    69,929,309     81,856,567       62,070,021      54,804,860
                                      ============  ============   ============    =============    ============
</TABLE>



                                                        3

<PAGE>



<TABLE>

                                         World Wide Wireless Communications, Inc. &
                                                        Subsidiaries
                                                (A Development Stage Company)
                                               Consolidated Statement of Cash
                                                       Flows June 30,
                                                            2000
                                                          UNAUDITED
<CAPTION>



                                                                                                                   Period
                                                                        For the             For the                 from
                                                                      Nine Months         Nine Months          Inception on
                                                                         Ended               Ended          (September 1,1994)
                                                                         June 30,            June 30,             through
                                                                          2000                1999             June 30, 2000
                                                                    -----------------   -----------------   --------------------
<S>                                                                 <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Loss                                                       $    (3,612,066)    $    (1,496,812)    $      (10,371,207)
     Adjustments to reconcile net loss from operations
       to net cash used by operating activities:
        Minority interest in combined net income                             40,510                   -                 40,510
        Common stock issued for services                                     15,910                   -                662,306
        Depreciation and amortization expense                                83,068              51,639                 89,994
     Changes in operating assets and liabilities:
        Prepaid and other                                                    38,465               4,604               (193,522)
        Other assets and accounts receivable                               (400,128)                   -            (1,920,205)
        Accrued expenses and accounts payable                              (264,622)           (616,977)               405,571
                                                                    -----------------   -----------------   --------------------

        Net Cash (Used) by Operating Activities                          (4,098,863)         (2,057,546)           (11,286,553)
                                                                    -----------------   -----------------   --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Fixed assets                                                     (1,327,326)           (292,626)            (1,844,064)
        Frequency licenses                                               (2,279,699)                  -             (2,565,589)
                                                                    -----------------   -----------------   --------------------

        Net Cash (Used) by Investing Activities                          (3,607,025)           (292,626)            (4,409,653)
                                                                    -----------------   -----------------   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of debentures                                 3,280,000                   -              3,280,000
     Proceeds from issuance of common stock                               6,540,992           2,748,641             14,806,392
     Proceeds from issuance of warrants                                     676,400                   -                676,400
                                                                    -----------------   -----------------   --------------------

        Net Cash Provided by Financing Activities                        10,497,392           2,748,641             18,762,792
                                                                    -----------------   -----------------   --------------------

NET INCREASE IN CASH AND
     CASH EQUIVALENTS                                                     2,791,504             398,469              3,066,586

CASH AND CASH EQUIVALENTS
     AT BEGINNING OF PERIOD                                                 275,082               1,716                      -
                                                                    -----------------   -----------------   --------------------
CASH AND CASH EQUIVALENTS
     AT END OF PERIOD                                               $     3,066,586     $       400,185     $        3,066,586
                                                                    =================   =================   ====================

SUPPLEMENTAL DISCLOSURES OF CASH
     FLOW INFORMATION
        Interest paid                                               $             -             $     -             $       -
        Income taxes paid                                           $             -             $     -             $       -


</TABLE>


                                                                  4


<PAGE>




WORLD WIDE WIRELESS COMMUNICATIONS, INC & SUBSIDIARIES
NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation

         The accompanying  unaudited  condensed  financial  statements have been
         prepared in accordance with generally  accepted  accounting  principles
         for interim financial information and with instructions to Form 10-QSB.
         Accordingly,  they do not include all of the  information and footnotes
         required by  generally  accepted  accounting  principles  for  complete
         consolidated  financial  statements  included in this Form 10-QSB.  The
         results  of  operations  for any  interim  period  are not  necessarily
         indicative  of results for the full year.  These  statements  should be
         read  in  conjunction  with  the  audited   financial   statements  and
         accompanying notes for the year ended September 30, 1999.

         Organization

         The  financial  statements  presented  are those of World Wide Wireless
         Communications,  Inc., (the Company) (A Development  Stage Company) and
         its  subsidiaries.  The  Company is engaged  in  activities  related to
         advanced   wireless   communications,   including  the  acquisition  of
         radio-frequency spectrum both in the United States and internationally.
         The  Company  also  plans to  license  its  Distributed  Wireless  Call
         Processing System technology.

         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.  Infotel  also  engages in
         telephone system integration and engineering projects.

         On February 29, 2000, the Company  purchased 100% of Digital Way S.A. a
         Peruvian telecommunications company. Digital Way holds MMDS licenses in
         the Lima-Callao  area. It holds local and  international  long distance
         telephone licenses.

         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".

         Cash Equivalents

         For purposes of the Statement of Cash Flows, the Company  considers all
         highly liquid  investments with an original maturity of three months or
         less to be cash  equivalents.  Balances in bank accounts may, from time
         to  time,  exceed  federal  insured  limits.   The  Company  has  never
         experienced any loss, and believes its credit risk to be limited.

         Comprehensive Income

         The Company has no material components of other comprehensive income.

         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.


                                       5

<PAGE>



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

         Long-Lived Assets

         The  Company  reviews  its  long-lived  assets  on an  annual  basis to
         determine  any  impairment in  accordance  with  Statement of Financial
         Accounting Standards No. 121.

         Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.

         Fair Value of Financial Instruments

         For  cash and cash  equivalents  and  accrued  expenses,  the  carrying
         amounts in the Balance Sheet  represent  their fair market  value.  The
         carrying  amount of the  debentures  payable  approximates  fair  value
         because of similar  current  rates at which the  Company  could  borrow
         funds with consistent remaining maturities.

         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.

         Consolidated Financial Statements

         The  accounts  of the  Company and its  consolidated  subsidiaries  are
         included in the consolidated  financial statements after elimination of
         significant intercompany accounts and transactions.

         Foreign Currency Transaction

         The  financial  statements of the Company's  foreign  subsidiaries  are
         measured using the local currency as the  functional  currency.  Assets
         and liabilities of these  subsidiaries are translated at exchange rates
         as of the balance sheet date.  Revenues and expenses are  translated at
         average  rates of exchange  in effect  during the year.  The  resulting
         cumulative  translation  adjustments  have been  recorded as a separate
         component of stockholder's  equity.  Foreign currency transaction gains
         and losses are included in consolidated net income (loss).


                                       6

<PAGE>



<TABLE>

NOTE 2 - BASIC AND DILUTED NET LOSS PER SHARE CALCULATION

         The following  data table shows the amounts used in computing  loss per
         share and the effect on loss and the weighted  average number of shares
         of dilutive potential common stock:
<CAPTION>


                                              Three Months     Three Months    Nine Months.     Nine Months          From
                                                  Ended            Ended          Ended            Ended           Inception
                                                June 30,         June 30,        June 30,        June 30,             To
                                                  2000             1999            2000            1999          June 30,2000
                                           ---------------------------------------------------------------------------------------
<S>                                           <C>             <C>               <C>              <C>                <C>
Net Profit (Loss)                            $(1,394,581)      $(902,162)      $(3,612,066)     $(1,496,812)      $(10,371,207)
                                           =======================================================================================

Weighted Avg. Number of Common Shares         83,450,022      66,379,309        78,306,567       58,520,021         51,254,860
Effect of Dilutive Securities on
Shares Outstanding:
Stock Options                                  3,200,000       3,200,000         3,200,000        3,200,000          3,200,000
Convertible Warrants                             350,000         350,000           350,000          350,000            350,000
                                           ---------------------------------------------------------------------------------------
Diluted Weighted Avg. Number of Common
Shares                                        87,000,022      69,929,309        81,856,567       62,070,021         54,804,860
                                           =======================================================================================
</TABLE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

Special Note Regarding Forward-Looking Statements

Certain  statements in this Form 10-QSB,  including  information set forth under
this Item 2  "Management's  Discussion  and Analysis of Financial  Condition and
Results  of  Operations",  constitute  "forward-looking  statements"  within the
meaning of the Private  Securities  Litigation  Reform Act of 1995 (the  "Act").
WORLD WIDE WIRELESS COMMUNICATIONS, INC. (the "Company") desires to avail itself
of certain "safe harbor"  provisions of the Act and is therefore  including this
special note to enable the Company to do so. Forward-looking statements included
in this Form 10-QSB or hereafter included in other publicly available  documents
filed with the  Securities  and Exchange  Commission,  reports to the  Company's
stockholders and other publicly  available  statements issued or released by the
Company involve known and unknown risks, uncertainties,  and other factors which
could cause the Company's actual results,  performance  (financial or operating)
or  achievements to differ from the future  results,  performance  (financial or
operating)  or  achievements  expressed  or  implied  by  such  forward  looking
statements. Such future results are based upon management's best estimates based
upon current  conditions and the most recent  results of  operations.  We cannot
assure that any of our  expectations  will be realized,  and actual  results and
occurrences  may  differ  materially  from our  expectations  as  stated in this
document.   We  undertake  no  obligation  to  publicly  update  or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events, or otherwise.

Overview

We provide  high-speed  broadband fixed wireless  Internet and data transmission
service in the United States and internationally using transmitting  frequencies
within the  Multi-channel  Multipoint  Distribution


                                       7
<PAGE>


Service,  commonly known as MMDS. We are also developing a new  technology,  for
which we have received a U.S. Patent,  for technology we have named  Distributed
Wireless Call Processing  System,  or DWCP,  which we believe may  significantly
enhance wireless  communications by dramatically  increasing  cellular telephone
network  capacity.  We intend to license this technology to third parties in the
future. The cost of developing this technology may be substantial.  There can be
no assurances  that we will raise  sufficient  funds to complete its development
nor can we assure that the technology will be successful.

We have  purchased  and  currently  lease a  substantial  number  of  high-speed
wireless  Internet  frequencies  within the MMDS spectrum in the United  States,
Argentina, Peru, and Thailand. We are applying for licenses as well in India. We
are now  attempting  to market to our  wireless  Internet  service  directly  to
consumers for use in accessing the Internet and are  considering the possibility
of entering into strategic  alliances  with other  companies to market access to
our  high-speed  wireless  Internet  service.  We  plan  to  purchase  or  lease
additional  wireless Internet MMDS and related  frequencies in the United States
and abroad.

For the first three quarters of our fiscal year 2000, we experienced  continuing
cash shortages due to an insufficient subscriber base as the result, among other
things, of governmental  regulatory delays and equipment shortages.  Because our
revenues  have been minimal  from  operations  and because we do not  anticipate
receiving  significant  revenues  for the  remainder  of this  fiscal  year from
operations,  we have depended and will likely continue to depend upon equity and
debt financing to provide necessary working capital for the foreseeable future.

During the next 18 months we intend to expand  our  existing  domestic  licensed
operations in: Concord,  San Marcos, and Ukiah California;  South Bend, Indiana;
Grand Rapids,  Michigan;  Aspen and Vail,  Colorado;  Hilo, Hawaii; Hot Springs,
Arkansas;  and Key West,  Florida.  We have  initiated and expanded our Internet
service and expanded  our overseas  operations,  primarily in  Argentina,  Peru,
India,  and Thailand.  We do not anticipate  performing any significant  product
research and development during the next 12 months,  except for analysis related
to the technical and economic viability of our DWCP patented technology.  We are
not planning to purchase or sell any plants or material equipment other than the
small equipment that is needed to expand the operation of our various  licenses.
We currently have 20 full-time employees and anticipate hiring more employees as
we enter new markets.  Based on our current plans, we anticipate that the number
of our employees will increase substantially during the next 12 months.

As of June 30, 2000,  our total  working  capital was  $3,107,353.  Based on our
current  cash  projections,  we  anticipate  that we  will  be able to fund  our
operations at least through the second quarter of 2001 with available  cash, and
cash we receive from our registered offering.

In connection with the FCC's rules on MMDS two-way communications  services, the
FCC  announced  a  one-week   "filing  window"  for   applications  for  two-way
authorizations from August 14, 2000, to August 18, 2000. We have filed our first
round of  applications  for a number of our markets in this filing  window.  All
such  applications  must meet FCC  interference  protection rules or contain the
consent  of  co-channel  and  adjacent  channel  licensees  in our  markets  and
neighboring markets. All complete applications that have not been opposed within
120 days after the close of the  filing  window  will be  granted.  Although  we
believe we will be able to file for and receive two-way  authorizations  in each
of the markets where we have  licenses,  there can be no assurance  that we will
receive  such  authorizations  in these or other  markets.  We cannot be certain
that:  (a) we will be able to complete the  necessary  processes to enable us to
complete and file two-way applications for each of our markets; (b) that we will
be able to obtain any necessary  cooperation  and consents from licensees in our
markets  or  adjacent  markets  to enable  us to use our  spectrum  for  two-way
communication services; and, or (c) that the FCC will approve our applications.


                                       8
<PAGE>


We are Subject to  International  Regulatory  Approvals and other  International
Business Risks

We are subject to requirements that we receive  regulatory  approvals from those
countries in which we do business,  the delay or denial of which will 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 international  operations relay on
our ability to obtain consents of local  regulatory  authorities,  some of which
may significantly delay or deny permitting us to operate in those jurisdictions.
An  investment  in our  securities  is riskier than an  investment in many other
companies  because we have begun to expand in overseas  markets  such as in Asia
and Latin America,  areas that have experienced  significant economic turmoil in
recent years.  Continued  turmoil could  adversely  affect our plans to increase
sales in these  regions.  Economic  recession  could also  affect our ability to
maintain or increase  sales in these or other regions in the future.  Because we
operate internationally,  our operations are subject to increased risks, such as
unexpected  political changes,  change in legal requirements and fluctuations in
exchange  rates,  all of which may  substantially  increase  our  operating  and
capital  expenses,  and  otherwise  materially  affect  our  ability  to conduct
business. These include:

         (a)  unexpected changes in regulatory  requirements,  taxes, trade laws
              and tariffs,  which can substantially  increase the costs of doing
              business in other jurisdictions;

         (b)  changes in a specific  country's or region's political or economic
              conditions  which may make it difficult or  impossible  to conduct
              business there;

         (c)  lack of clear  rules and  regulations  governing  the  issuance of
              licenses and standards for their operations; and,

         (d)  fluctuating exchange rates.

In addition,  we intend to expand our international  sales efforts. 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.


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 may not be able to Attract and Retain Key Personnel

If we are not able to attract  key  personnel  and  advisors,  or if our current
management and technical  personnel leave the company,  it may adversely  affect
our  ability to obtain  financing  or to develop  and market our  services.  Our
success  will  depend in large  part upon our  ability  to  attract  and  retain
qualified management,  administrative,  and technical personnel,  as well as the
continued  contributions of our such existing  management,  administrative,  and
technical personnel. We face strong competition for these workers, and we cannot
give any assurance  that we will be able to attract or retain such  individuals.
There is no  assurance  that we will be able to offer  competitive  compensation
packages to enable the company to attract and retain such  employees.  We do not
currently have key man insurance for any of our management  personnel.  Any loss
of the services of these individuals could seriously harm our business.


                                       9
<PAGE>


Stock Price Fluctuation

In the past year,  the price of our common stock has been highly  volatile.  Our
stock price could  continue to be volatile,  and any  investment  could suffer a
decline in value,  adversely  affecting our ability to raise additional capital,
which in turn could delay the build-out of locations in which we hold  spectrum,
and in which we plan to offer our internet and data transmission service.

Future sales of our  securities in the public market could lower our stock price
and impair our ability to raise funds through our proposed stock  offering.  The
market price of our securities  could drop due to sales of a large number of our
securities or the perception that these sales could occur. Such sales also might
make it more difficult for us to sell equity securities in the future at a price
that we deem appropriate.

In  addition,  a decline in our stock  price  would  permit  the  holders of the
Convertible Debentures described in Part II, Item 2, (3) below, to convert their
debentures  to a higher  number of shares in the Company,  which would result in
increased dilution of value to existing shareholders.

Future Cash Requirements

The cost of implementing  our business plan will be substantial.  Our ability to
continue as a going concern, and to grow our business,  will require substantial
investment on a continuing  basis to finance  capital  expenditures  and related
expenses.  We do not expect to generate  sufficient cash flow to fully implement
our long-term  business  strategy without  additional  capital or financing.  We
currently  expect that cash on hand and cash generated from our offering will be
sufficient  to fund  operations  and capital  requirements  through at least the
second quarter of 2001.

We  are  currently  seeking  substantial  additional  financing  and  anticipate
continuing to seek additional  financing in 2001.  Options include entering into
the sale of debt or equity  securities,  borrowings  under  secured or unsecured
loan  arrangements,  including vendor  equipment  financing and sales of certain
assets. We cannot provide assurance that such financing will be available in any
form, in a timely manner,  or on satisfactory  terms. 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, other acquisitions of debt, or equity
offerings,  or otherwise, on acceptable terms. It is not certain that we will be
able to sell all, or any part of the 4,000,000  shares  currently  registered in
our public  offering.  To the extent  that  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.


Our current  exposure to foreign  currency  transactions  is limited because our
foreign currency transactions are limited to Argentina and Peru, the location of
our subsidiaries.

We are a development stage company,  and our revenues for the foreseeable future
will not be sufficient to attain profitability. Our audited financial statements
for the period ended  September 30, 1999,  state that the  Company's  ability to
meet its future financing  requirements,  and the success of future  operations,
cannot be determined at this time. Our losses are  attributable to the lack of a
sufficient  subscriber base to enable us to cover our ongoing development costs.
We expect to continue to experience  losses from operations while we develop and
expand  our  wireless  Internet  service  system and other  technologies.  These
factors are discussed in our SB-2-A  Registration  Statement filed June 30, 2000
with the Securities and Exchange Commission.


                                       10
<PAGE>


Results of Operations

Quarter Ended June 30, 2000 Compared to Quarter Ended June 30, 1999

Revenue  for the three and nine  months  ended June 30,  2000 was  $166,998  and
$664,037,  as compared  with no revenue  for the  quarter  ended and nine months
ended June 30, 1999. For the period from  inception  (September 1, 1994) through
June 30, 2000,  revenue was $664,037.  The increase in revenue for the three and
nine  months  ended  June 30,  2000 over the same  period in 1999 was due to the
Argentina  subsidiary  through  the sale of  telephone  system  integration  and
engineering.

Cost of goods sold for the three months and nine ended June 30, 2000 was $62,964
and $284,964, as compared with none for the three and nine months ended June 30,
1999. For the period from  inception  (September 1, 1994) through June 30, 2000,
cost of  goods  sold  was  $284,964.  The  increase  in cost  of  goods  sold is
attributable  to labor and material costs  associated with the sale of telephone
system integration and engineering by the Argentina subsidiary.

Operating losses,  including income attributable to a minority interest, for the
three months and nine months ended June 30, 2000 were  $1,409,456 and $3,575,691
as compared to $902,233 and  $1,496,883 for the three and nine months ended June
30, 1999.  For the period from  inception  (September  1, 1994) through June 30,
2000,  the  operating  loss was  $10,334,832.  The  income  attributable  to the
minority  interest for the three and nine months ended June 30, 2000 was $16,010
and $40,510.  For the period from inception (September 1, 1994) through June 30,
2000, the income attributable to the minority interest was $40,510. The minority
interest represents a 49% non-controlling interest in the Argentina subsidiary.

Net losses for the three and nine months ended June 30, 2000 were $1,394,581 and
$3,612,066,  as compared  with  $902,162 and  $1,496,812  for the three and nine
months ended June 30, 1999.  For the period from  inception  (September 1, 1994)
through June 30, 2000, the net loss was $10,371,207.

Liquidity and Capital Resources

During the nine months ended June 30,  2000,  the Company  used  $4,098,863  for
operating  activities.  The net  loss  for the  period  of  $3,612,066  includes
non-cash transactions of $139,488. This amount, when deducted from the net loss,
results in the cash used in  operations.  Additionally,  the use of cash for the
net change in  operating  assets  and  liabilities  in the  amount of  $626,285,
results in the net cash used in operating activities of $4,098,863.  The Company
also used  $3,607,025  for  investment  activities.  The Company  acquired fixed
assets of $1,327,326 and frequency licenses of $2,279,699.  Financing activities
generated cash in the amount of  $10,497,392  through the issuance of debentures
for $3,280,000,  warrants for $676,400, and common stock for $6,540,992. The net
effect  of these  cash  flows is an  increase  in cash and cash  equivalents  of
$2,791,504, providing a balance of cash and cash equivalents as of June 30, 2000
of $3,066,586.

During the nine months ended June 30,  1999,  the Company  used  $2,057,546  for
operating  activities.  The net loss for the  period of  $1,496,812  includes  a
non-cash   transaction  of  $51,639  for  the  provision  for  depreciation  and
amortization.  This amount when  deducted  from the net loss results in the cash
used  in  operations.  Additionally,  the use of cash  for  the  net  change  in
operating  assets and  liabilities in the amount of $612,373  results in the net
cash used in operating activities of $2,057,546.  The Company also used $292,626
for  investment  activities  for the  acquisition  of  fixed  assets.  Financing
activities  generated cash in the amount of $2,748,641,  through the issuance of
common stock in that  amount.  The net effect of these cash flows is an increase
in cash and cash  equivalents of $398,469,  providing a balance of cash and cash
equivalents as of June 30, 1999 of $400,185.

The Company's  primary  capital needs are to fund the completion of its business
plan to develop broadband wireless and other  telecommunications  services.


                                       11
<PAGE>


Seasonality and Quarterly Results
The Company's business is in a development stage.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

      There were no legal proceedings.

Item 2.  Changes in Securities

On August 15, 2000 the Company entered into an agreement to amend the Securities
Purchase  Agreement and related  documents  dated April 14, 2000 (See SB-2 dated
June  30,  2000  Transaction  Documents)  by and  between  World  Wide  Wireless
Communications,  Inc. ("the Company") and Esquire Trading & Finance,  Inc., Amro
International,  S.A.,  Celeste  Trust Reg.,  The Endeavor  Capital  Fund,  S.A.,
Nesher, Ltd., The Keshet Fund, L.P. and Keshet, L.P., ("the Purchasers").

The Company desired to acquire additional financing,  obtain certain concessions
in respect of their rights and the Company's  obligations  under the transaction
documents,  and amend certain  provisions of the Securities  Purchase  Agreement
dated April 14, 2000.

The Purchasers desired to increase their investment in the Company and grant the
concessions  requested  by the  Company.  On  August  15,  2000 the  Transaction
Documents were amended as follows:

      1. The total number of shares of Common  Stock to be issued and  delivered
         by the Company to the  Purchasers  pursuant to the  Purchase  Agreement
         shall be 2,128,000, of which 760,000 were the Initial Shares issued and
         delivered on the Initial  Closing Date,  760,000 shall be shares issued
         and  delivered  by  the  Company  on  the  Amendment  Closing  Date  in
         consideration of the Purchasers'  forbearance of their rights under the
         Transaction Documents (the "Consideration  Shares"),  and 608,000 shall
         be  Additional  Shares  issued  and  delivered  by the  Company  on the
         Amendment Closing Date. The number of Consideration Shares,  Additional
         Shares, Convertible Securities and Additional Warrants to be issued and
         delivered to the Purchasers  and the Additional  Purchase Price payable
         therefore is 760,000;  608,000;  $1,312,000;  1,440,000; and $1,920,000
         respectively.


      2. The  Effectiveness  Date  in  the  Registration  Rights  Agreement  was
         extended to  September  8, 2000 and the next  meeting of the  Company's
         shareholders required under Section 3.13 of the Agreement,  was changed
         from August 15, 2000 to November 19, 2000.

      3. The Conversion  Price  (including  those issued on the Initial  Closing
         Date and those to be issued on the  Amendment  Closing  Date)  shall be
         amended and restated as follows:
             "The conversion price for the Debentures (the  "Conversion  Price")
             in  effect on any  Conversion  Date  shall be the  lesser of (A) an
             amount  equal to 110% of the average Per Share Market Value for the
             five  (5)  consecutive  Trading  Days  immediately   preceding  the
             Original  Issue  Date (the  "Fixed  Conversion  Price")  and (B) an
             amount  equal to 85% of the average Per Share  Market Value for the
             five  (5)  consecutive   Trading  Days  immediately  prior  to  the
             Conversion Date; provided, however, that, in any Conversion Notice,
             a Holder may specify a Conversion  Price higher than the Conversion
             Price then in effect;  provided  further that, if during any period
             (a  "Black-out  Period"),  a Holder is  unable to trade any  Common
             Stock issued or issuable upon conversion of Debentures  immediately
             due to the  postponement  of  filing  or  delay  or  suspension  of
             effectiveness  of a  registration  statement or because the Company
             has  otherwise  informed  such Holder  that an existing  prospectus
             cannot be used at that time in the sale or  transfer of such Common
             Stock,  such Holder shall have the option but not the obligation on
             any   Conversion   Date  within  ten  Trading  Days  following  the
             expiration of the Black-out  Period of using the  Conversion  Price
             applicable on such Conversion Date or any Conversion Price selected
             by such Holder that would have been  applicable had such Conversion
             Date been at any earlier time during the Black-out Period or within
             the ten Trading Days


                                       12


<PAGE>


             thereafter; provided further, that in no event shall the Conversion
             Price be below the Floor Price.  "Floor Price" shall mean $1.00 for
             the period  beginning  on August 15, 2000 and ending on October 14,
             2000,  $0.64 from the period  beginning  on  October  14,  2000 and
             ending on April 14, 2001, and zero thereafter.  Notwithstanding the
             foregoing,  if the Company's  revenues for the fiscal year as shown
             in the  Company's  Annual  Report on Form 10-K are less than  $13.5
             million  (such  revenues  shall be  presumed  to be less  than 13.5
             million in the event the Company does not file a Form 10-K by March
             31, 2001),  then from and after April 1, 2001 the Floor Price shall
             be zero."


     4.  The Warrant Price in the Warrants  issued by the Company on the Initial
         Closing  Date shall mean a price  equal to $2.00,  as such price may be
         adjusted from time to time.

Item 3.  Defaults Upon Senior Securities

     There were no defaults upon senior securities.

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

     There were no matters submitted to the vote of security holders.

Item 5.  Other Information

     On May 7, 2000,  the Company  signed a joint venture  agreement  with World
Thai Star Company Limited ("WTSCO") of Bangkok,  to take a 49% interest in a new
limited  liability  company to be  established  in Thailand  ("the joint venture
company").  WTSCO will contribute  frequencies,  transmission  sites,  and local
market expertise,  while the Company is to initially contribute:  (a) a $125,000
contribution  for use in  transferring  the initial  MMDS  frequencies,  (b) the
initial working capital of the new joint venture company,  and (c) build-out and
operation of the system.  The initial  $125,000  contribution has been made, and
the initial MMDS frequencies have been assigned to the joint venture company. No
working capital has yet been  transferred,  and the joint venture company is not
yet operating pending acquisition of an Internet Service Provider License.

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits:

             27 Financial Data Schedule

     (b) No reports on Form 8-K were filed during the quarter.


                                       13


<PAGE>


 SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


     World Wide Wireless Communications, Inc.
--------------------------------------------------
             (Registrant)


Date  August 21, 2000    /s/ Douglas P. Haffer-President & CEO
      ---------------    -------------------------------------------------------
                         Douglas P. Haffer - President & Chief Executive Officer



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