UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                            _____________________
                                  FORM 10-Q
                            _____________________

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                 ACT OF 1934

                   For the quarter ended September 30, 1999

                       Commission file number 333-38567
                      __________________________________


                     WORLD WIRELESS COMMUNICATIONS, INC.
             ----------------------------------------------------
            (Exact name of registrant as specified in its charter)



                   Nevada                                 87-0549700
       -------------------------------              --------------------
       (State of other jurisdiction of                I.R.S. employer
         incorporation or organization)              identification No.)


            2441 South 3850 West, West Valley City, Utah       84120
        ----------------------------------------------------------------
          (Address of principal executive offices)            (Zip Code)


                 Registrant's telephone number      (801) 575-6600



   Indicate by check mark whether registrant (1) filed all reports required
   to be filed by Section 13 or 15 (d) of the Exchange Act during the
   preceding 12 months (or for such shorter period that the registrant was
   required to file such reports), and (2) has been subject to such filing
   requirements for the past 90 days.  Yes   X   No __.

   As of November 15, 1999 there were 19,522,015 shares of the Registrant's
   Common Stock, par value  $0.001, issued and outstanding.


<PAGE>

                               TABLE OF CONTENTS

 PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements:

          Condensed Consolidated Balance Sheets (Unaudited) -
       as of September 30, 1999 and December 31, 1998 . . . . . . . . . 3

          Condensed Consolidated Statements of Operations -
       (Unaudited) for the Three and Nine Months Ended September
       30, 1999  and September 30, 1998 . . . . . . . . . . . . . . . . 5

          Condensed Consolidated Statements of Cash Flows
       (Unaudited) - for the Nine Months Ended September 30,
       1999 and September 30, 1998. . . . . . . . . . . . . . . . . . . 6

          Notes to Condensed Consolidated Financial Statements
       (Unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . 8

 Item 2.  Management's Discussion and Analysis of Financial
       Condition and Results of Operations. . . . . . . . . . . . . . .12

 PART II. Other Information


 Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .18

 Item 2.  Changes in Securities and use of Proceeds . . . . . . . . . .18


 Item 3.  Default Upon Senior Securities. . . . . . . . . . . . . . . .20

 Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . .21

 Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . .21

          Signatures. . . . . . . . . . . . . . . . . . . . . . . . . .24



 PART I   FINANCIAL INFORMATION

 Item 1.    Financial Statements


                     WORLD WIRELESS COMMUNICATIONS, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (UNAUDITED)


                                    ASSETS

                                              September 30,  December 31,
                                                   1999          1998
                                               ------------   ------------
 Current Assets
  Cash and cash equivalents                    $    453,259   $    614,897
  Investment in securities available-for-sale       137,648        137,648
  Trade receivables, net of allowance
   for doubtful accounts                            696,289        327,387
  Other receivables                                  84,663         77,005
  Receivable from shareholder                       750,000             -
  Inventory                                         597,876        550,239
  Prepaid expenses                                   18,272         18,594
                                               ------------   ------------
    Total Current Assets                          2,738,007      1,725,770
                                               ------------   ------------
 Property & Equipment                             2,179,972      2,085,930
  Less: Accumulated depreciation                 (1,739,725)    (1,047,285)
                                               ------------   ------------
  Net Equipment                                     440,247      1,038,645
                                               ------------   ------------
 Goodwill, net of accumulated amortization          807,496        957,794
                                               ------------   ------------
 Other Assets, net of accumulated
  amortization                                      358,563        414,381
                                               ------------   ------------
 Total Assets                                  $  4,344,313   $  4,136,590
                                               ============   ============
                                                              (CONTINUED)

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

                               3
 <PAGE>

                      WORLD WIRELESS COMMUNICATIONS, INC.
               CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                                  (UNAUDITED)

                     LIABILITIES AND STOCKHOLDERS' DEFICIT


                                                September 30,   December 31,
                                                     1999           1998
                                                 ------------   ------------
 Current Liabilities
   Trade accounts payable                         $   635,298   $    982,506
   Accrued liabilities                                526,663        880,638
   Notes payable                                    3,088,449      2,992,858
   Obligation under capital leases -
    current portion                                   127,138        197,626
                                                 ------------   ------------
      Total Current Liabilities                     4,377,548      5,053,628
                                                 ------------   ------------
 Long-Term Obligation Under Capital Leases             46,523        84,968

 Manatorily Redeemable Preferred Stock $0.001
   par value; 1,000,000 shares authorized;
   820,000 shares designated mandatorily
   redeemable; 820,000 shares issued and
   outstanding; liquidation preference of
   $820,000                                           820,000            -

 Stockholders' Deficit
   Common stock - $0.001 par value; 50,000,000
    shares authorized; issued and outstanding:
    19,461,438 shares at September 30, 1999
    and 13,920,400 shares at December 31, 1998         19,461        13,920
   Additional paid-in capital                      32,370,215    25,419,026
   Unrealized gain on marketable
    equity securities                                  62,648        62,648
   Unearned compensation                             (105,196)      (70,518)
   Receivable from shareholder                        (66,828)      (66,828)
   Accumulated deficit                            (33,180,058)  (26,360,254)
                                                 ------------   -----------
      Total Stockholders' Deficit                    (899,758)   (1,002,006)
                                                 ------------   -----------

 Total Liabilities and Stockholders' Deficit     $  4,344,313   $ 4,136,590
                                                 ============   ===========

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

                                      4
 <PAGE>

                      WORLD WIRELESS COMMUNICATIONS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                         For the Three Months         For the Nine Months
                                          Ended September 30,         Ended September 30,
                                       --------------------------  --------------------------
                                           1999          1998          1999         1998
                                       ------------  ------------  ------------  ------------
<S>                                   <C>           <C>           <C>           <C>
 Sales                                 $  1,044,511  $  1,184,759  $  2,717,510  $  3,551,716

 Cost of Sales                              891,433     1,184,174     2,270,806     2,740,751
                                       ------------  ------------  ------------  ------------
 Gross Profit                               153,078           585       446,704       810,965

 Expenses
 Research and development expense           322,920       544,105       994,694     2,480,617
 General and administrative expenses      1,148,110       973,414     3,730,130     3,627,650
 Amortization of goodwill                    50,102       401,495       150,300     1,204,485
 Interest income                             (4,630)           -        (15,236)           -
 Impairment of goodwill                          -      4,722,425            -      4,722,425
 Interest expense                           746,641       670,683     1,578,727       896,339
                                       ------------  ------------  ------------  ------------
    Total Expenses                        2,263,143     7,312,122     6,438,615    12,931,516
                                       ------------  ------------  ------------  ------------
 Loss From Operations                    (2,110,065)   (7,311,537)   (5,991,911)  (12,120,551)

 Other Income (Expense)                          -             -         (7,716)      319,528
                                       ------------  ------------  ------------  ------------

 Net Loss                                (2,110,065)   (7,311,537)   (5,999,627)  (11,801,023)

 Preferred Stock Dividends                  170,000            -        820,000            -
                                       ------------  ------------  ------------  ------------
 Net Loss Applicable to
  Common Stockholders                  $ (2,280,065) $ (7,311,537) $ (6,819,627) $(11,801,023)
                                       ============  ============  ============  ============
 Basic and Diluted Loss
  Per Common Share                     $      (0.13) $      (0.66)  $     (0.41) $      (1.05)
                                       ============  ============   ===========  ============
 Weighted Average Number
  of Common Shares Used in
  Per Share Calculation                  17,522,981    11,141,692    16,835,391    11,236,703
                                       ============  ============  ============  ============
<FN
 The accompanying notes are an integral part of these condensed consolidated
 financial statements.
 </FN>
 </TABLE>
                                      5
 <PAGE>

                      WORLD WIRELESS COMMUNICATIONS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                                                     For the Nine Months
                                                      Ended September 30,
                                                  ---------------------------
                                                      1999           1998
                                                  ------------   ------------
  Cash Flows From Operating Activities
    Net Loss                                      $ (5,999,627)  $(11,801,023)
    Adjustments to reconcile net loss
     to net cash used by operating activities:
       Amortization of goodwill                        150,298      1,204,485
       Impairment of goodwill                               -       4,722,425
       Depreciation and amortization                   748,258        516,966
       Amortization of debt discount                   325,448        144,628
       Purchased research and development                   -         300,000
       Amortization of unearned compensation            57,936             -
       Compensation from stock options granted          27,829        322,140
       Interest paid with stock and warrants         1,151,034        331,827
       Stock issued for services and for
        acquisition of contract                        231,616         75,000
       Gain on sale of business assets                      -        (319,528)
    Changes in operating assets and liabilities:
       Accounts receivable                            (376,560)      (286,011)
       Inventory                                       (47,637)       (73,886)
       Other assets                                        322        614,028
       Accounts payable                               (347,208)       411,465
       Accrued liabilities                            (353,975)       123,354
                                                  ------------   ------------
    Net Cash and Cash Equivalents Used By
     Operating Activities                           (4,432,266)    (3,714,130)
                                                  ------------   ------------
 Cash Flows From Investing Activities
    Payments for the purchase of property
     and equipment                                     (94,042)      (187,101)
    Proceeds from sale of business assets
     and property                                           -         372,499
   Proceeds from receivable from shareholder                -          10,000
   Loan to affiliate                                        -         (43,591)
                                                  ------------   ------------
    Net Cash and Cash Equivalents Provided
     by (Used by) Investing Activities                 (94,042)       151,807
                                                  ------------   ------------
                                                                  (CONTINUED)

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

                                    6
 <PAGE>



                     WORLD WIRELESS COMMUNICATIONS, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                 (UNAUDITED)

                                                    For the Nine Months
                                                     Ended September 30,
                                                 ---------------------------
                                                      1999           1998
                                                 ------------   ------------
 Cash Flows From Financing Activities
    Proceeds from issuance of common stock       $  3,060,083   $  1,051,323
    Proceeds from issuance of preferred stock         570,000             -
    Proceeds from exercise of warrants                 23,377             -
    Proceeds from borrowings, net of discounts      2,280,000      2,900,000
    Principal payments on notes payable            (1,459,857)      (391,073)
    Principal payments on obligation
     under capital lease                             (108,933)       (87,657)
                                                 ------------   ------------
 Net Cash and Cash Equivalents Provided By
    Financing Activities                            4,364,670      3,472,599
                                                 ------------   ------------
 Net Decrease In Cash and Cash Equivalents           (161,638)       (89,724)

 Cash and Cash Equivalents - Beginning of Period      614,897        218,234
                                                 ------------   ------------
 Cash and Cash Equivalents - End of Period       $    453,259   $    128,510
                                                 ============   ============

 Supplemental Cash Flow Information -

 Cash paid for interest was $60,607 and $239,067 for the nine months ended
 September 30, 1999 and 1998, respectively.

 Non Cash Investing and Financing Activities -

 During the third quarter of 1999 subscriptions for the issuance of 750,000
 common shares at $1.00 per share were received.  During October and
 November, 1999 cash in the amount of $250,000 and $500,000, respectively,
 were received by the Company in satisfaction of the receivable from the
 shareholder.

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

                              7
<PAGE>


NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- The
accompanying condensed consolidated financial statements are
unaudited.  In the opinion of management, all necessary adjustments
(which include only normal recurring adjustments) have been made to
present fairly the financial position, results of operations and
cash flows for the periods presented. Certain information and note
disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted.  It is suggested that these condensed
consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the December 31,
1998 annual report on Form 10-K/A. The results of operations for the
nine month period ended September 30, 1999 are not necessarily
indicative of the operating results to be expected for the full
year.

NOTE 2 -- COMMON STOCK

During the first quarter of 1999, the Company  issued 2,040,000
common shares for cash in the amount of $2,040,000 received in a
private placement offering. In connection with the offering, the
Company granted options to purchase 200,000 common shares at $1.75
per share within 5 years, and issued 8,000 shares of common stock as
finder's fees. The Company also paid $163,200 as finder's fees.

During the first quarter of 1999, note holders converted two
unsecured promissory notes totaling $800,000, together with accrued
interest, into 893,698 common shares at $1.00 per share under the
terms of a conversion privilege granted to the note holders in
December 1998.

During the second quarter of 1999, the Company issued 510,000 common
shares for cash in the amount of $510,000 received in a private
placement offering.  In connection with this offering, the Company
paid $30,000 as a finders fee.

During the first and second quarter of 1999, the Company issued
120,841 restricted common shares for services valued at $231,499, or
$1.92 per share.

During the third quarter of 1999, the Company issued 850,000 common
shares for cash received in the amount of $850,000 in a private
placement offering. The Company paid $146,000 in cash and issued
26,000 shares of common stock as finder's fees in connection with
this offering. The Company also issued 92,500 common shares upon
exercise of warrants for cash in the amount of $23,125 or $0.25 per
share, and the Company issued 250,000 common shares to holders of
bridge loan notes in satisfaction of the Company's default on the
notes.

During September, 1999 the Company received a subscription agreement
to issue 750,000 shares of common stock for $1.00 per share in a
private placement offering. The Company will pay finders' fees of
approximately $60,000 in connection with this offering. Since the
proceeds for this offering were received by the Company subsequent
to the current quarter the related common shares were considered
issuable and therefore included in equity and as a receivable from
shareholder as of September 30, 1999.

                           8
<PAGE>

NOTE 3 -- MANDATORILY REDEEMABLE PREFERRED STOCK AND WARRANTS

On May 14, 1999 the Company authorized 950 shares of senior
liquidating mandatorily redeemable 10% preferred stock with a
liquidation preference of $1,000 per share and detachable five-year
warrants to purchase up to 4,750,000 common shares at $0.25 per
share, and issued 650 and 170 shares of preferred stock on July 1,
1999 and August 27, 1999, respectively. The preferred shares must be
redeemed within one year at their par value plus accrued dividends.
The preferred stock cash dividend requirement is $82,000 annually.
The preferred stock was issued for $820,000 consisting of $570,000
cash  and the deemed payment of $250,000 of principal of the 1998
bridge loan notes. The issuance of the preferred stock with warrants
was accounted for as the granting of a favorable conversion feature
to the preferred stock holders. The value assigned to the warrants
was based on their intrinsic value but limited to the cash proceeds
and the amount of the deemed principal payments on the 1998 bridge
loan notes.  Since the warrants were immediately exercisable, the
resulting discount to the preferred stock of $820,000 was recognized
as preferred dividends on the dates the warrants were issued.

NOTE 4 -- NOTES PAYABLE

On May 14, 1999 the Company issued $2,600,000 of senior secured 16%
notes payable which mature in one year. The notes were issued for
$2,600,000 consisting of $1,600,000 in cash and the deemed payment
of $1,000,000 of principal of the 1998 bridge loan notes. On August
27,  1999, the Company issued an additional $480,000 of senior
secured 16% notes payable for cash in the amount of $480,000. The
notes payable are secured by substantially all the Company's assets.
Interest on the notes is payable quarterly. A mandatory pre-payment
of principal equal to 25% of the gross proceeds from any issuance of
the Company's securities is due upon the closing of the issuance.
The notes will be in default if the reported loss before interest,
depreciation, amortization and taxes exceeds $1,000,000 for the
quarter ended June 30, 1999, or if income as computed above is less
than $250,000 or $1,000,000 for the quarters ended September 30,
1999 and December 31, 1999 respectively. The notes will also be in
default if the Company fails to make a mandatory pre-payment of
principal from the issuance of the Company's securities.  If the
notes are determined to be in default for a quarter the Company
could be required to issue five-year warrants to purchase 300,000
shares of common stock at $0.25 per share as compensation for the
default with respect to such quarter. For the quarter ended
September 30, 1999, the Company accrued $397,647 of interest expense
for the potential default. The interest accrual was valued based
upon the intrinsic value of the warrants had they been issued on
September 30, 1999.

NOTE 5 -- COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS -- The Company leased computer-aided design
software which did not perform as specified; the software, which
cost $550,887, was returned to the seller. The Company requested a
cancellation of the $735,207 debt including a technical support
agreement in the amount of $184,320. The software vendor, Mentor
Graphics, Inc., commenced a lawsuit against the Company seeking
damages of approximately $485,000 plus interest, legal fees and
expenses arising out of the Company's alleged breach of contract for
the purchase of software and related items. The Company settled this
claim for $100,000 during the quarter ended June 30, 1999.

                             9
<PAGE>

An investment banking firm commenced a lawsuit against the Company
seeking to recover damages of $231,129, plus legal fees and
expenses. In this case, the Company asserted a counterclaim seeking
damages of approximately $250,000.  The Company settled this lawsuit
for $145,000, which has been paid.

UNASSERTED CLAIM -- The Company received a verbal request in 1998
from Mr. and Mrs. Richard Austin to rescind the Company's
acquisition of Austin Antenna, Ltd., formerly known as TWC, Ltd., a
Delaware corporation, by a stock purchase which closed in 1997.  In
addition, Mr. Austin requested that the Company bear the cost of (i)
the legal fees and expenses in a litigation commenced against Mr.
Austin in a state court in Massachusetts brought by Charles Rich
seeking damages of approximately $50,000 for non-payment of
commissions arising out of the Company's purchase of Austin Antenna
Ltd. and (ii) the unpaid finder's fee that is the subject of the
litigation. The Company, in turn, has put Mr. and Mrs. Austin on
notice of the Company's claims that the Austins have failed to honor
their agreements with Austin Antenna and the Company by failing to
make available engineering drawings and other related data,
proprietary to Austin Antenna and the Company by virtue of the
acquisition agreement, that would enable the Company to consolidate
antenna manufacture in its Salt Lake City facility.  The Company is
currently in negotiation with Mr. and Mrs. Austin and is working on
a belief that the claims between the parties may be resolved
amicably.  However, there is no current assurance as to the ultimate
outcome of those efforts.

DEFAULT ON 1999 NOTES -- In August, 1999, the Company obtained
separate waivers of the potential defaults for the quarter ended
June 30, 1999 from the holders of the 1999 Notes.  In addition, the
Company obtained a deferral of any payment of principal on the 1999
Notes until December 31, 1999 regardless of any financing raised by
the Company prior to such date through the sale of its securities,
and made certain other changes in the loan agreements.  As a
condition thereto, the Company (a) granted the holders of the 1999
Notes additional warrants to purchase 300,000 shares of the
Company's common stock at an exercise price of $0.25 per share,
exercisable in whole or in part at any time for a period of five
years, (b) issued  the holders of the 1999 Notes 200,000 shares of
the Company's common stock, which shares would be subject to
applicable securities law restrictions, and (c) in the case of the
potential default in the payment of interest for certain of the
holders of the 1999 notes, issued 50,000 shares of its Common Stock,
subject to applicable securities laws restrictions.

The Company would have been in default under a Pledge/Security
Agreement associated with the 1999 Notes on the date of the  filing
of its Form 10-Q for the quarter ended September 30, 1999 because
the Company had an operating loss in excess of that projected for
such quarter, which failure would have constituted an event of
default under the Loan Agreement between the Company and the holders
of the 1999 Notes. Upon the occurrence of such an event of default,
the holders of the 1999 Notes have as their exclusive remedy the
right to additional warrants to purchase 300,000 shares of the
Company's common stock at an exercise price of $0.25 per share,
exercisable in whole or in part at any time for a period of five
years. Upon the occurrence of any other event of default, the
holders of the 1999 Notes have the right, among other things, to
accelerate the due date of the 1999 Notes to the date of the default
and to sell the assets of the Company securing the debt as a means
of repaying the debt.  In the event that the holders of the 1999
Notes sell the Company's assets securing the 1999 Notes following a
future default, a remedy available to them in most cases of default,
such sale would materially and adversely affect the Company's
business and financial condition.

                             10
<PAGE>

NOTE 6 -- SUBSEQUENT EVENTS

On October 15 and November 15, 1999 the Company received $250,000
and $500,000, respectively, in satisfaction of a receivable from
shareholder in the amount of $750,000.

During October 1999 the Company issued 130 shares of senior
liquidating mandatorily redeemable 10% preferred stock together with
five-year detachable warrants to purchase 750,000 common shares at
$0.25 per share.  The preferred shares must be redeemed within one
year at their par value plus accrued but unpaid dividends.  The
preferred stock cash dividend requirement for these shares is
$13,000. The shares were issued for cash proceeds of $130,000. The
issuance of the preferred stock with warrants will be accounted for
as the granting of a favorable conversion feature to the preferred
stock holders. The value assigned to the warrants will be based upon
their intrinsic value but limited to the cash proceeds. Since the
warrants were immediately exercisable, the resulting discount to the
preferred stock of $130,000 will be recognized as preferred
dividends on the dates the warrants were issued.

During October 1999, the Company issued $400,000 of senior secured
16% notes payable which mature in one year.  The notes were issued
for $400,000 in cash. Finders' fees paid in the amount of $44,000
will be recognized as interest expense during the fourth quarter.

During October 1999 the Company issued 60,577 shares of common stock
upon exercise of stock options for services valued at $15,144.

                                11
<PAGE>

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

When used in this discussion, the words "expect(s)", "feel(s)",
"believe(s)", "will", "may", "anticipate(s)" and similar
expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties,
which could cause actual results to differ materially from those
projected.  Readers are cautioned not to place undue reliance on
these forward-looking statements, and are urged to carefully review
and consider the various disclosures elsewhere in this Form 10-Q.

THREE MONTHS ENDED SEPTEMBER 30, 1999 AND THREE MONTHS ENDED
SEPTEMBER 30, 1998

 Sales in the three-month period ended September 30, 1999 were
 $1,044,511 compared to $1,184,759 during the three-month period
 ended September 30, 1998.  During the third quarter of 1999 the
 Company derived its revenue as follows: engineering services,
 $17,271; royalties $263,041; branded products, $78,036; and
 contract and cable manufacturing, $686,163.  The Company's
 principal source of revenue for the three-months ended September
 30, 1998  was a design and development contract with Williams
 Telemetry, a Williams company, in the amount of $600,663 and
 design and development project for Kyushu Matsushita Electric Co.,
 ("KME"), in the amount of $210,975.  Other significant revenues
 include contract manufacturing of $161,036 and sales of the
 Company's own branded goods of $112,085.   Gross profit in the
 three-month period ended September 30, 1999 was $153,078 compared
 to $585 during the comparable period during 1998, which represents
 15% and .04% of sales respectively.

 The Company reduced its research and development costs by $221,185
 from $544,105 in the third quarter in 1998 to $322,920 in the
 third quarter in 1999.  Such saving was achieved primarily by the
 Company's reducing the number of employees and related expenses.

 General and administrative expenses increased $174,696  from
 $973,414 in the third quarter of 1998 to $1,148,110 in the third
 quarter of 1999.  The increase is primarily due to professional
 services and travel in relation to the promotion and equity
 funding of the Company.

 The amortization of goodwill decreased $351,393 from $401,495 for
 the three-months ending September 30, 1998 to $50,102 for the
 three-months ending September 30, 1999.  The decrease was  due to
 the impairment of goodwill the Company recognized in the third
 quarter of 1998.

 Interest income is due to the Company's investing idle cash in
 overnight interest bearing  accounts. Interest expense increased
 $75,958 from $670,683 for the three-months ending September 30,
 1999 to $746,641 for the three-months ending September 30, 1998,
 primarily due to the recognition of the beneficial conversion
 feature of the warrants and common stock issued in connection with
 the obtaining of the waivers on the notes payable.

 The Company issued 170 shares of senior liquidating mandatorily
 redeemable 10% preferred stock with a liquidation preference of
 $1,000 per share and detachable five-year warrants to purchase
 850,000 common shares at $0.25.  The issuance of the preferred
 stock with warrants has been accounted for as the granting of a
 favorable conversion feature to the preferred stockholders.  The
 value assigned to the warrants was based on their intrinsic value
 but limited to the cash proceeds and the amount of the notes
 converted.  Since the warrants were immediately exercisable, the
 resulting discount to the preferred stock of $170,000 was
 recognized on the date granted as a preferred dividend.

                            12
<PAGE>

 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND NINE MONTHS ENDED
 SEPTEMBER 30, 1998

 Sales in the nine-month period ending September 30, 1999 were
 $2,717,510 compared to $3,551,716 during the nine-month period
 ending September 30, 1998.  During the first nine months of 1999
 the Company derived its revenue as follows: engineering services,
 $857,534; royalties $263,041 branded products, $498,499; and
 contract and cable manufacturing, $1,098,436. The Company's
 principal source of revenue for the nine-months ended September
 30, 1998 was a design and development contract with Williams
 Telemetry, a Williams company, in the amount of $2,366,736.  Other
 significant revenues include contract manufacturing of $439,108
 and sales of the Company's own branded goods of $331,710.

 Gross profit in the first nine-month period ending September 30,
 1999 was $446,704 compared to $810,965 during the comparable
 period during 1998,  which represents 17% and 22% of sales
 respectively.

 The Company reduced its research and development costs by
 $1,485,923 from $2,480,617 in the first nine months of 1998 to
 $994,694 in the first nine months in 1999, primarily by reducing
 the number of its employees and related expenses.

 General and administrative expenses increased $102,480  from
 $3,627,650 in the first nine months of 1998 to $3,730,130 in the
 first nine months of 1999.  This increase was due primarily  to
 professional services rendered in connection with refinancing of
 the notes payable.

 The amortization of goodwill decreased $1,054,185 from $1,204,485
 for the first nine months ending September 30, 1998 to $150,300
 for the first nine months ending September 30, 1999.  The decrease
 was  due to the $4,722,425 impairment of goodwill the Company
 recognized in the third quarter of 1998.

 Interest expense increased $682,388  from $896,339  for the first
 nine months ending September 30, 1999 to $1,578,727  for the first
 nine months ending September 30, 1998. This increase was due
 primarily to the beneficial conversion feature of the warrants and
 common stock issued in connection with the obtaining of the
 waivers on the notes payable.

 Interest income is due to the Company investing idle cash into
 overnight interest bearing accounts.

 During the nine month period ended September 30, 1999, the Company
 issued 820 shares of senior liquidating mandatorily redeemable 10%
 preferred stock with a liquidation preference of $1,000 per share
 and detachable five-year warrants to purchase 4,100,000 common
 shares at $0.25.  The issuance of the preferred stock with warrants
 has been accounted for as the granting of a favorable conversion
 feature to the preferred stockholders. The value assigned to the
 warrants was based on their intrinsic value but limited to the
 cash proceeds and the amount of the notes converted.  Since the
 warrants were immediately exercisable, the resulting discount to
 the preferred stock of $820,000 was recognized on the date granted
 as a preferred dividend.

 LIQUIDITY AND CAPITAL RESOURCES

 The Company's liquidity at September 30, 1999 consisting of cash
 and cash equivalents was $453,259, which represented an decrease
 of $161,638 over the Company's cash and cash equivalents of
 $614,897 as of December 31, 1998.  The Company's current assets
 were $2,738,007 as of September 30, 1999, which represented an
 increase of $1,012,237 over the Company's current assets of
 $1,725,770 as of December 31, 1998.  In addition, the Company's
 current liabilities were $4,377,548 as of September 30, 1999, a
 decrease of $676,080 from the Company's current liabilities of
 $5,053,628 as of December 31, 1998.

                              13
<PAGE>

 The Company's cash and cash equivalents at September 30, 1999 of
 $453,259 represented a decrease of $222,657 from the Company's
 cash and cash equivalents of $675,916 as of June 30, 1999.  The
 Company's current assets at September 30, 1999 of $2,738,007
 represented an increase of $990,331 from the Company's current
 assets of $1,747,676 as of June 30, 1999.  Also the Company's
 current liabilities at September 30, 1999 of $4,377,548
 represented an increase of $114,463 from the Company's current
 liabilities of $4,263,085 as of June 30, 1999.

 In order to pay off the Company's Senior Secured Notes which had a
 maturity date of May 15, 1998 (the "1998 Notes"), the Company
 raised financing in May 1999.  Such financing involved  the sale
 of separate units consisting of  $2,600,000 principal amount of
 the Company's Senior Secured Notes, bearing interest at 16% per
 annum, payable quarterly and maturing on May 14, 1999 (the "1999
 Notes"). The 1999 Notes are secured by a first security interest
 in substantially all of the Company's assets, including its
 machinery, equipment, automobiles, fixtures, furniture, accounts
 receivable and general intangibles, including any stock in any
 subsidiary.

 Also, as of September 30, 1999 the Company had sold separate units
 consisting of 820 shares of the Company's 10% Senior Preferred
 Stock(1) and detachable warrants to purchase 4,100,000 shares
 of the Company's Common Stock at an exercise price of $0.25 per
 share, exercisable in whole or in part by the holder at any time
 on or before May 14, 2004 in the case of 3,250,000 shares and
 August 27, 2004 in the case of 850,000 shares.  Such sales by the
 Company occurred in a private placement transaction exempt from
 registration made by the Securities Act of 1933, as amended. (2)
 ____________________
      1*Each share of the Company's Senior Preferred Stock has the
 following characteristics:

 (a)has a 10% cumulative dividend;
 (b)constitutes the senior series of any preferred stock the
    Company may issue;
 (c)is non-voting;
 (d)is convertible into shares of the Company's Common Stock at the
    conversion rate of 10,000 shares of Common Stock for each share of
    Senior Preferred Stock (or $0.10 per share), if all the shares the
    Company's Senior Preferred Stock are not redeemed by May 14, 2000
    (or up to a total of 8,200,000 shares of the Company's Common
    Stock based on the 820 shares of the Company's Senior Preferred
    Stock which were issued and outstanding as of September 30, 1999);
 (e)is mandatorily redeemable upon the earlier to occur of (i) May
    14, 2000 or (ii) the Company's raising of gross proceeds of
    $5,500,000 from the closing of one or more private placement
    transactions or secondary offerings of its securities; and
 (f)has a first priority in liquidation of $1,000 per share, plus
    the amount of unpaid cumulative dividends, payable from the
    Company's assets after its payment (or its making of adequate
    provision for the payment) of all claims of its creditors.

      2**  In May and August, 1999, Lancer Offshore Inc. and the
 Orbiter Fund, who are affiliates of the Company's largest
 shareholder group (consisting of such entities, Michael Lauer,
 Lancer Partners LLC and Lancer Partners L.P.) purchased $1,800,000
 principal amount of the 1999 Notes and also acquired at such time
 separate units consisting of 450 shares of the Company's Senior
 Preferred Stock and warrants to purchase 2,250,000 shares of the
 Company's Common Stock, for an aggregate investment of $2,250,000.

                            14
<PAGE>

 As a result of such new financing, the Company paid off the
 principal amount of  the Notes of $2,395,528 outstanding and
 accrued interest of $96,355 in full  on or immediately after the
 maturity date of the 1998 Notes.  Accordingly, the Company
 believes that it satisfied all of its remaining obligations under
 the 1998 Notes in full and it does not  anticipate any further
 claim with respect thereto.

 In August, 1999, the Company obtained separate waivers of the
 potential defaults for the quarter ended June 30, 1999 from the
 holders of the 1999 Notes.  In addition, the Company obtained a
 deferral of any payment of principal on the 1999 Notes until
 December 31, 1999 regardless of any financing raised by the
 Company prior to such date through the sale of its securities, and
 made certain other changes in the loan agreements.  As a condition
 thereto, the Company (a) granted the holders of the 1999 Notes
 additional warrants to purchase 300,000 shares of the Company's
 common stock at an exercise price of $0.25 per share, exercisable
 in whole or in part at any time for a period of five years, (b)
 issued  the holders of the 1999 Notes 200,000 shares of the
 Company's common stock, which shares would be subject to
 applicable securities law restrictions, and (c) in the case of the
 potential default in the payment of interest for certain of the
 holders of the 1999 notes, issued 50,000 shares of its Common
 Stock, subject to applicable securities laws restrictions.

 The Company would have been in default under a Pledge/Security
 Agreement associated with the 1999 Notes on the date of filing of
 its Form 10-Q for the quarter ended September 30, 1999 because the
 Company had an operating loss in excess of that projected for such
 quarter, which failure would have constituted an event of default
 under the Loan Agreement between the Company and the holders of
 the 1999 Notes.  Upon the occurrence of such an event of default,
 the holders of the 1999 Notes have as their exclusive remedy the
 right to additional warrants to purchase 300,000 shares of the
 Company's common stock at an exercise price of $0.25 per share,
 exercisable in whole or in part at any time for a period of five
 years.  However, there can be no assurance that the Company will
 not commit a default under the 1999 Notes in the future.  In the
 event that the holders of the 1999 Notes sell the Company's assets
 securing the 1999 Notes following a future default, a remedy
 available to them in most cases of default, such sale would
 materially and adversely affect the Company's business and
 financial condition.

 OUTLOOK

 The statements contained in this Outlook are based on current
 expectation.  These statements are forward looking and actual
 results may differ materially.

 X-TRAWEB(TM) PRODUCTS

 The Company commenced the shifting of its strategic direction
 during the first quarter of 1999.  In early 1999, the Company
 successfully implemented its proprietary X-traWeb(TM) network for
 integrating wireless solutions with Internet technologies.  The
 Company's X-traWeb(TM) network allows data from a remote wireless
 radio frequency (RF) system to be accessed via a secure, encrypted
 Internet connection using a standard Web browser located anywhere.
 As a result, the data is available at an Internet-accessible
 remote location to simplify the control, access and monitoring of
 those devices.

 The Company's existing X-traWeb products currently offered for
 sale are described below:

 (a) X-Node is a small (approximately 1" x 1") embedded controller
     suitable for mounting in existing equipment for the purpose of
     remotely monitoring and controlling the equipment over the
     Internet.  For example, a small, embedded computer, called a
     micro-controller, controls many beverage vending machines.  This
     embedded controller has a serial port built-in to allow a
     hand-held computer to configure the machine and obtain transaction
     information.  This information can now be collected, remotely, by
     fitting an X-Node to this serial port.  Two versions of the X-Node
     have been developed and are fully operational; one has a serial
     interface and the other a digital interface.
 (b) X-Gate is a small, rugged Internet gateway device that
     replaces the more common gateway: the personal computer.  The
     X-Gate is fully operational at present.
 (c) X-traWeb((TM)) Internet Access Servers dedicated to remote
     monitoring and control applications are available.

                                15
<PAGE>

 The Company formed X-traWeb, Inc. its wholly-owned Delaware
 subsidiary, on May 12, 1999 to conduct the Company's
 X-traWeb((TM)) business.

 Applications for X-traWeb((TM)) in addition to automatic meter
 reading (AMR), include remote monitoring and control of wireless
 supervisory control and data acquisition (SCADA) implementations
 in the oil and gas pipeline; environmental control; water and
 wastewater management; and heating, ventilation and air
 conditioning (HVAC) industries.  Other applications include data
 access and monitoring for vending machines, medical devices, and
 security systems.

 During the period from January 1, 1999 through September 30, 1999,
 the Company received no revenues from, and had no sales of any of,
 its X-traWeb products.   As of September 30, 1999, the Company had
 submitted proposals to an Italian telephone manufacturer, an
 Italian electrical utility, a California utility and others.  In
 addition, the Company received a purchase order for the initial
 installation of an X-traWeb((TM)) network for a vending machine
 owner and operator in Pennsylvania and for a test site at a
 national fast food chain site in Columbus, Ohio.  While the
 Company believes that its pending proposals will be accepted in
 whole or in part from these sources and others, and that it will
 derive substantial revenues therefrom in 1999 and thereafter,
 there cannot be any assurance that any such sales will be made or
 the amount thereof, although management anticipates that
 X-traWeb((TM)) product sales will constitute the bulk of its
 revenues over the next 12-month period and thereafter.

 PROPRIETARY RADIO PRODUCTS

 The Company is currently offering for sale a total of four 900 MHZ
 and two 2.4 Ghz low speed digital radios ("LSDRs") which can be
 used in a variety of industrial applications, including remote
 control, event detection, SCADA, environmental monitoring,
 security and industrial control applications.

 The Company only sold a limit quantity of these radio products to
 date since the Company is awaiting Federal Communications
 Commission (FCC) clearance on all of the above models (with the
 exception of 2.4 Ghz Hopper).  The Company expects to receive FCC
 approval of these LSDRs within the next 60 day period, although
 there can be no assurance of such result.  If such FCC approval is
 obtained, the Company can then offer the LSDRs so approved for
 sale in unlimited quantities for commercial application.

 The Company believes that it will derive significant revenues from
 the sale of its proprietary radio products in the future. However,
 there can be no assurance as to the amount of such sales or when
 such sales will occur.

 The Company had also developed for The Williams Companies, Inc.
 devices called Telemetry Interfaces Modular, or TIM (TM)s, which
 operate at the point of data origin and transmit data to a data
 collection and forwarding point called a WinGate (TM) unit and the
 WinGate (TM) unit, in turn, forwards that data to an operating
 center via a wide area network.   These supervisory control and
 data acquisition (SCADA) units use some of the Company's radio
 products.   However, market penetration in the automatic meter
 reading (AMR) field has not occurred as anticipated, and, as a
 result, the Company's contract with Williams has generated a
 substantially lower level of revenues from that originally
 anticipated therefrom.  The Company does not anticipate at present
 receiving any future commitments from Williams.

 CONTRACT MANUFACTURE AND ASSEMBLY; ANTENNAS

 The Company is actively engaged in performing assembly and
 manufacturing services for other manufacturers and vendors of
 medical, communications, computer graphics and consumer electronic
 products at its Salt Lake City manufacturing facility. The Company
 expects its level of manufacturing and assembly activities to
 increase during the second half of 1999.  However, there can be no
 assurance as to the amounts to be derived therefrom or the timing
 thereof.

                              16
<PAGE>

 In addition, while the Company is engaged in the manufacture and
 sales of various antennas, it does not expect antenna products to
 contribute materially to its consolidated net sales or income in
 the foreseeable future.

 On October 15, 1998, the Company entered into a seven-year lease
 for a 34,000 square foot facility in West Valley City, Utah.  The
 Company consolidated its American Fork and Salt Lake City, Utah
 operations and staff into the new facility.  Management expects
 the new facility to provide sufficient manufacturing and office
 space for the foreseeable future.  However, if additional capacity
 were required, management would consider out-sourcing a portion of
 the manufacturing overload.  If a portion of manufacturing is
 out-sourced, the Company may lose some control over the following
 areas: cost, timeliness of deliveries and quality.  However, by
 out-sourcing a portion of its manufacturing the Company could
 avoid delays and costs associated with the expansion of its own
 facilities.  The magnitude of any expansion of the Company's
 manufacturing capabilities that is required would be a direct
 function of the sales increase and manufacturing overload, both of
 which are unknown at this time.

 ENGINEERING SERVICES

 While the Company does continue to provide design and development
 services for various third parties, it has reduced its current
 level of activity in this area.

 The Company completed development under a contract with Kyushu
 Matsushita Electric Co., Ltd. (KME, which is also known as
 Panasonic) that calls for royalty payments upon shipment of
 certain KME products.  Shipments of KME products containing the
 Company's technology began during the third quarter of 1998.
 Management believes royalty payments from the contract were earned
 during the fourth quarter of 1998, and first half of 1999, but
 were subject to recoupment by KME up to the first $600,000 of
 royalties.  The Company received royalty payments during the
 fourth quarter of 1999 on account of total shipments through
 September 30, 1999.  The Company cannot predict the amount of the
 royalties to be received from the future sale of such KME
 products.

 SUMMARY

 Management believes that the potential growth of the Company's
 X-traWeb((TM)) business segment, proprietary radio products and
 manufacturing activities require additional financing to sustain
 the Company's proposed operations in these areas. It is
 anticipated that additional executive and marketing personnel will
 be required for the X-traWeb((TM)) business in advance of the
 receipt of any substantial revenues from such source.  There can
 be no assurance that the Company will be able to locate and hire
 qualified personnel for such functions; moreover, such a task is
 time-consuming.  Similarly, the Company's inventory needs are
 expected to increase if, as and when orders are received for these
 new products.  Thus, the Company is currently engaged in seeking
 to raise additional financing (whether through debt, equity or a
 combination thereof).  The Company has  private placement
 transactions being undertaken in implementation of its
 fund-raising program.  While the Company believes that such
 additional financing can be obtained, there can be no assurance
 that such financing will be achieved, or, if made available, on
 terms acceptable to the Company.

 In summary, while management is optimistic about the Company's
 future, it is fully aware that anticipated revenue increases from
 sales of X-traWeb((TM)) products, proprietary radios and
 manufactures activities, design and development contracts and
 royalty income are by no means assured, and that if such increases
 do materialize, the requirements for capital are substantial, for
 which there is no present commitment.

				  17
<PAGE>

 STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE

 This report includes "forward-looking statements" within the
 meaning of Section 27A of the Securities Act and Section 21E of
 the Exchange Act which represent the Company's expectations or
 beliefs concerning future events that involve risks and
 uncertainties, including those associated with the ability of the
 Company to obtain financing for its current and future operations,
 to manufacture (or arrange for the manufacturing of) its products,
 to market and sell its products, and the ability of the Company to
 establish and maintain its sales of X-traWeb((TM)) products.  All
 statements other than statements of historical facts included in
 this Report including, without limitation, the statements under
 "Management's Discussion and Analysis of Results of Operations and
 Financial Condition" and elsewhere herein, are forward-looking
 statements. Although the Company believes that the expectations
 reflected in such forward-looking statements are reasonable, it
 can give no assurance that such expectations will prove to have
 been correct.  Important factors that could cause actual results
 to differ materially from the Company's expectations ("Cautionary
 Statements") are disclosed in this Report, including without
 limitation, in connection with the forward-looking statements
 included in this report.  All subsequent written and oral
 forward-looking statements attributable to the Company or persons
 acting on its behalf are expressly qualified in their entirety by
 the Cautionary Statements.

 PART II. OTHER INFORMATION

 ITEM 1. LEGAL PROCEEDINGS

 PaineWebber Incorporated commenced a lawsuit against the Company
 in the United States District Court for the Southern District of
 New York in which the plaintiff seeks to recover damages of
 approximately $231,000, plus legal fees and expenses of its
 counsel in such action.  In this case, the Company asserted a
 counterclaim seeking damages of approximately $250,000.  Plaintiff
 filed a motion for summary judgment in the case in May, 1999 and
 the Company filed a reply thereto in June, 1999.  The Company
 settled this lawsuit for $145,000, which has been paid.

 The Company received a oral request in 1998 from Mr. and Mrs.
 Richard Austin to rescind its purchase of the stock of Austin
 Antenna Ltd. and related assets which closed in 1997.  In
 addition, Mr. Austin requested that the Company bear the cost of
 (i) the legal fees and expenses in a litigation commenced against
 Mr. Austin in a state court in Massachusetts brought by Charles
 Rich seeking damages of approximately $50,000 for non-payment of
 commissions arising out of the Company's purchase of Austin
 Antenna Ltd. and related assets and (ii) the unpaid finder's fee
 that is the subject of the litigation.  The Company, in turn,
 advised Mr. and Mrs. Austin that Austin Antenna Ltd. has breached
 its agreement with the Company by, among other things, failing to
 furnish the Company with proprietary engineering drawings and
 related data that would enable the Company to manufacture the
 antennas now produced by the Austin Antenna division. The Company
 is currently negotiating with Mr. and Mrs. Austin and believes
 that the claims may be resolved amicably, although there can be no
 assurance as to the outcome thereof.

 ITEM 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS

 (c) Sales of Unregistered Securities

    1.  In July, 1999 the Company issued for cash 405,000 shares of
        its Common Stock to Riedel Investments at a price of $1.00 per
        share. The shares were issued in reliance upon Section 4(2) of
        the Securities Act of 1933, as amended (the "Act") and Rule 506
        of Regulation D promulgated thereunder. The Company believes
        that Reidel Investments are an accredited investor.

    2.  In July, 1999 the Company issued for cash 195,000 shares of
        its Common Stock to Rush & Co. at a price of $1.00 per share.
        The shares were issued in reliance upon Section 4(2) of the Act
        and Rule 506 of Regulation D promulgated thereunder. The
        Company believes that Rush & Co. are an accredited investor.

    3.  In July, 1999 the Company issued for services 26,000 shares
        of its Common Stock to James T. Kelly for services rendered
        valued at $26,000 or $1.00 per share. The shares were issued in
        reliance upon Section 4(2) of the Act and Rule 506 of
        Regulation D promulgated thereunder. The Company believes that
        James Kelly is an accredited investor

						18
<PAGE>

    4.  In August, 1999, the Company issued 200,000 shares of its
        Common Stock at $1.00 per share and Warrants to purchase
        300,000 shares of its Common Stock at an exercise price of
        $0.25 per share, expiring on May 14, 2004, to the nine holders
        of the Company's 16% Senior Secured Notes issued on May 14,
        1999 (the "1999 Notes") listed below in consideration of such
        persons' collective waiver of the Company's potential default
        under the 1999 Notes.  The shares of Common Stock and Warrants
        were issued to the nine persons listed and in the amounts set
        forth below:



                                                      Number of Shares of
                                                          Common Stock
      Name of Purchaser     Shares of Common Stock    Subject To Warrants
    ----------------------  ----------------------    -------------------
    Lancer Offshore Inc.                 61,538              161,540
    The Orbiter Fund Ltd.                46,154
                                                                 -0-
    The McCloskey Trust                  33,846               50,769
    DPM Investment Corp.                  3,077
                                                               4,615
    Frying Pan Partner, LLC               3,077
                                                               4,615
    CJL Investments, LLC                  6,153
                                                               9,230
    Sterling Technology Partners LLC     15,385               23,077
    James T. Kelly                       15,385               23,077
    K.R. Braithwaite                     15,385               23,077

       The shares of Common Stock and the Warrants were issued in
       reliance upon Section 4(2) of the Act and Rule 506 of
       Regulation D promulgated thereunder.  The Company believes
       that each of the holders of the 1999 Notes is an accredited
       investor.

    5.      In August, 1999, the Company issued 50,000 shares of
            its Common Stock to the five holders of the 1999 Notes
            listed below in consideration of such persons'
            collective waiver of the Company's potential default in
            the payment of interest due under the 1999 Notes.   The
            shares of Common Stock were issued to the five persons
            listed and in the amounts set forth below:

                                                 No. of Shares of
        Name of Purchaser                          Common Stock
       ---------------------                    ------------------
       Lancer Offshore, Inc.                         20,000
       The Orbiter Fund Ltd.                         15,000
       Sterling Technology Partners LLC               5,000
       James T. Kelly                                 5,000
       K. R. Braithwaite                              5,000

                                19
<PAGE>

       The shares of Common Stock were issued in reliance upon
       Section 4(2) of the Act and Rule 506 of Regulation D
       promulgated thereunder.  The Company believes that each of
       the above  holders of the 1999 Notes is an accredited investor.

    6.      In August, 1999 K.R. Braithwaite exercised her warrants
            to purchase  for cash 92,500 shares of its Common Stock
             at a price of $.25 per share. The shares were issued
            in reliance upon Section 4(2) of the Act and Rule 506
            of Regulation D promulgated thereunder. The Company
            believes that K.R. Braithwaite is an accredited investor

    7.      In September, 1999 the Company sold  250,000 shares of
            its Common Stock to RUSP  Holding S.A., at a price of
            $1.00 per share, in cash.  The shares were issued in
            reliance upon Section 4(2) of the Act Rule 506 of
            Regulation D promulgated thereunder.  The Company
            believes that Rusp Holding S.A., is an accredited
            investor.

    8.     In August, 1999, the Company sold $400,000 and $80,000
            principal amount of its 16% Senior Secured Notes
            maturing on May 14, 2000 to Lancer Offshore Inc. and
            Sterling Technology Partners LLC, respectively, for
            $480,000 in cash.  The Notes were issued in reliance
            upon Section 4(2) of the Act and Rule 506 of Regulation
            D promulgated thereunder.  The Company believes that
            each of Lancer Offshore Inc. and Sterling Technology
            Partners LLC is an accredited investor.

    9.      In August 1999, the Company sold 100 and 20 shares of
            its Senior Preferred Stock to Lancer Offshore Inc. and
            Sterling Technology Partners, LLC, respectively and
            detachable warrants to purchase 500,000 shares and
            100,000 shares of its Common Stock at an exercise price
            of $0.25 per share expiring on August 27, 2004 to
            Lancer Offshore Inc. and Sterling Technology Partners,
            LLC, respectively, for $100,000 and $20,000 in cash,
            respectively.  The shares of Senior Preferred Stock and
            Warrants were issued in reliance upon Section 4(2) of
            the Act and Rule 506 of Regulation D promulgated
            thereunder.  The Company believes that each of Lancer
            Offshore Inc. and Sterling Technology Partners LLC is
            an accredited investor.

    10.     In August, 1999, the Company sold 50 shares of its
            Senior Preferred Stock and detachable warrants to
            purchase 250,000 shares of its Common Stock at an
            exercise price of $0.25 per share expiring on August
            27, 2004 to Capital Research Ltd. for $50,000 in cash.
            The shares of Senior Preferred Stock and Warrants were
            issued in reliance upon Section 4(2) of the Act and
            Rule 506 of Regulation D promulgated thereunder.  The
            Company believes that Capital Research Ltd. is an
            accredited investor.

    11.     In September, 1999, the Company issued Warrants to
            James T. Kelly and Sterling Technology Partners LLC to
            purchase 75,000 shares and 75,000 shares of its Common
            Stock at an exercise price of $1.00 per share, in
            consideration of services rendered by the Company in
            connection with the Company's raising of equity in the
            fourth quarter of 1998 and the first quarter of 1999.
            The Warrants were issued in reliance upon Section 4(2)
            of the Act and Rule 506 of Regulation D promulgated
            thereunder.  The Company believes that each of James T.
            Kelly and Sterling Technology Partners LLC is an
            accredited investor.

 ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

    A description of certain of the potential defaults committed by
    the Company under the Pledge/Security Agreement dated as of May
    15, 1999 is set forth in Part I Management's Discussion and
    Analysis of Financial Condition and Results of Operations -
    Liquidity and Capital Resources, of this Form 10-Q and is
    hereby incorporated by reference.

                                20
<PAGE>

 ITEM 5.   OTHER INFORMATION

    1.      On July 22, 1999, the Company appointed Donald Wallace,
            the President of its wholly-owned subsidiary, X-traWeb,
            Inc., as a Director of the Corporation.

    2.      On July 27, 1999, the Company appointed Charles Taylor
            as a Director of the Corporation.  Mr. Taylor currently
            is employed by Amerindo Investment Advisors, a
            management firm that specializes in making investments
            in the technology sector.

    3.      In September, 1999, the Company appointed Malcolm
            Thomas as a Director of the Corporation.  From 1991 to
            the present, Mr. Thomas has served as the Director of
            Operations and Marketing for Fluor Daniel, Inc., a New
            York Stock Exchange firm engaged in construction
            engineering and related services. Mr. Thomas is
            responsible for directing all operations of Fluor's
            facility management operating company's Western United
            States Regional Office.

 ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

    1.      (a)   The following documents are filed as part of this
                  report.  Financial Statements of the Company
                  (unaudited), including Condensed Consolidated
                  Balance sheet, Condensed Consolidated Statements
                  of Operation, Condensed Consolidated Statements
                  of Cash Flows and Notes to Financial Statements
                  as of and for the period ended September 30, 1999.

             (b)  The Exhibits which are listed on the Exhibit
                  Index being filed are attached hereto.

    2.      No reports of Form 8-K were filed by the Registrant
            during the quarter period covered by this report.

                                     21
<PAGE>

                                EXHIBIT INDEX

    No.    Description

    3.1    Articles of Incorporation of the Company and all amendment
           thereto *
    3.2    Bylaws of the Company*
    4.1    Form of Common Stock Certificate*
    4.2    Form of Subscription Agreement used in private financing
           providing for registration rights*
    5.     Opinion of Connolly Epstein Chicco Foxman Engelmyer &
           Ewing regarding the legality of securities being registered*
    10.1   1997 Stock Option Plan*
    10.2   DRCC Omnibus Stock Option Plan*
    10.3   Development and License Agreement dated April 4, 1997,
           between  DRCC and Kyushu Matsushita Electric Co., Ltd.*
    10.4   Amended and restated Technical Development and Marketing
           Alliance Agreement dated September 15, 1997, between the
           Company and Williams Telemetry Services, Inc.*
    10.5   Lease Agreement dated May 17, 1995, between DRCC and Pracvest
           Partnership relating to the Company's American Fork City offices
           and facility*
    10.6   Lease Agreement dated February 12, 1996, between the Company and
           Green/Praver, et al., relating to the Company's Salt Lake City
           offices*
    10.7   Shareholders Agreement dated May 21, 1997 between the Company,
           DRCC, Philip A. Bunker and William E. Chipman, Sr. *
    10.8   Asset Purchase Agreement dated October 31, 1997, between
           the Company and Austin Antenna, Ltd.*
    10.9   Stock Exchange Agreement dated October 31, 1997, between
           the Company, TWC, Ltd. and the shareholders of TWC, Ltd.*
    10.10  Settlement Agreement, Mutual Waiver and Release of All
           Claims dated November 11, 1997 between Digital Radio
           Communications Corp. and Digital Scientific, Inc.*
    10.11  Agreement (undated) between the Company, Xarc
           Corporation and Donald  J. Wallace relating to the
           Company's acquisition of Xarc Corporation*
    10.12  Promissory Note dated December 4, 1997, by the Company, payable to
           William E. Chipman, Sr. in the principal amount of $125,000*
    10.13  Promissory Note dated November 13, 1997, by the Company, payable to
           T. Kent Rainey in the principal amount of $200,000*
    10.14  Investment Banking Services Agreement dated November 19,
           1997, between The Company and PaineWebber Incorporated*
    10.15  $400,000 Promissory Note dated December 24, 1997,
           payable to Electronic Assembly Corporation*
    10.16  $400,000 Promissory Note dated January 8, 1998, payable to Tiverton
           Holdings Ltd.*
    10.17  Loan Agreement by and among the Registrant and the Bridge
           Noteholders dated as of May 15, 1998*
    10.18  Amendment and Waiver Agreement by and among the Registrant and the
           Bridge Noteholders dated August 7, 1998*

                                        22
<PAGE>

    10.19  Amendment and Waiver Agreement by and among the Registrant and the
           Bridge Noteholders dated September 11, 1998*
    10.20  Loan Agreement by and among the Registrant and the Bridge
           Noteholders dated as of May 15, 1998 (Previously filed), together
           with the Notes, Pledge/Security Agreement, Pledgee/Representative
           Agreement, Subordination, and Registration Rights Agreement*
    10.21  Separation and Mutual Release Agreement between the Registrant and
           William E. Chipman, Sr. dated as of May 26, 1998*+
    10.22  Registration Rights Agreement by and among the Registrant and the
           purchasers of common stock issued pursuant to the Registrants
           Confidential Private Placement Memorandum dated September 9, 1998,
           as amended*
    10.23  Employment Agreement between the Registrant and James
           O'Callaghan dated May 20, 1998*+
    10.24  Lease agreement between the Registrant and NP#2 dated as
           of July 29, 1998 relating to the premises at 2441 South
           3850 West, West Valley City, Utah 84120*
    10.25  Agreement between KME and the Registrant dated October 19, 1998
           relating to the Registrant's providing of technical assistance and
           development relating to the Gigarange telephone*
    10.26  Agreement between KME and the Registrant dated as of March 1, 1998
           relating to the Panasonic MicroCast System*
    10.27  General and Mutual Release Agreement between the Registrant and
           Phil Acton dated November 2, 1998*+
    10.28  Agreement and Waiver Agreement by and among the Registrant and the
           Bridge Noteholders dated November 25, 1998*
    10.29  1998 Employee Incentive Stock Option Plan*+
    10.30  1998 Non-qualified Stock Option Plan*+
    10.31  Amendment of Agreement by and among the Registrant and the Bridge
           Noteholders dated as of March 26, 1999*
    10.32  Loan Agreement by and among the Registrant and the Senior Secured
           Noteholders dated as of May 14, 1999, together with the Notes,
           Pledge/Security Agreement, Pledgee Representative Agreement,
           Subordination and Registration Rights Agreement*
    10.33  Two separate Agreements by and among the Registrant and
           the 1999 Bridge Noteholders dated August 19, 1999.**
    27     Financial Data Schedules**
    _____________________
    **     Filed herewith
    *      Filed previously
    +      Management contract or compensatory plan or arrangement
    filed previously

                                    23
<PAGE>


                                 SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of
    1934, the registrant has caused this report to be signed on its
    behalf by the undersigned, thereunto duly authorized.


    Date: November 19, 1999      World Wireless Communications, Inc.


                                  By:   \S\ David D. Singer
                                      ------------------------------
                                       David D. Singer
                                       President, Chief Executive Officer
                                       (principal financial officer)