UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                  FOR THE TRANSITION PERIOD FROM             TO
                                                 -----------    ----------

                        COMMISSION FILE NUMBER 000-27989

                        WORLDWIDE WIRELESS NETWORKS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 NEVADA                                  88-0286466
     (STATE OF OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
      INCORPORATION OR ORGANIZATION)                IDENTIFICATION NUMBER)


                      770 THE CITY DRIVE SOUTH, SUITE 3700
                            ORANGE, CALIFORNIA  92868
                                 (714) 937-5500
    (REGISTRANT'S ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES
                         AND PRINCIPAL PLACE OF BUSINESS)


SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:         NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, PAR
VALUE $.001

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]


                                        1
<PAGE>
Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practicable  date.




             Title                 Shares Outstanding as of March 26, 2003

    Common Stock, par value                   $.01 43,555,358


     As of March 26, 2003, the aggregate market value of the voting stock held
by non-affiliates of the registrant, based on the closing price on that date,
was approximately $65,000.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                              WORLDWIDE WIRELESS NETWORKS, INC.
                                         FORM 10-KSB
                            FOR THE YEAR ENDED DECEMBER 31, 2002

                                      Table of Contents

PART I
<S>       <C>                                                                       <C>

Item 1    Description of Business                                                   Page 5

Item 2    Description of Property                                                   Page 12

Item 3    Legal Proceedings                                                         Page 12

Item 4    Submission of Matters to a Vote of Security Holders                       Page 14

PART II

Item 5    Market for Common Equity and Related Stockholder Matters                  Page 14

Item 6    Management's Discussion and Analysis or Plan of Operations                Page 17

Item 7    Financial Statements                                                      Page 28

Item 8    Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                                  Page 28

PART III

Item 9    Directors, Executive Officers, Promoters and Control Persons; Compliance
          with Section 16(a) of the Exchange Act                                    Page 30

Item 10   Executive Compensation                                                    Page 31

Item 11   Security Ownership of Certain Beneficial Owners and Management            Page 31

Item 12   Certain Relationships and Related Transactions                            Page 32

Item 13   Exhibits and Reports on Form 8-K                                          Page 33
</TABLE>


                                        3
<PAGE>
                                     PART I

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
LITIGATION REFORM ACT OF 1995. Statements contained in this filing that are not
based on historical fact, including without limitation statements containing the
words "believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect" and similar words, constitute "forward-looking statements". These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, events or developments to be
materially different from any future results, events or developments expressed
or implied by such forward-looking statements. These factors include, among
others, the following: general economic and business conditions, both nationally
and in the regions in which Worldwide Wireless Networks, Inc. ("we", or
"Worldwide") operates; technology changes; the competition we face; changes in
our business strategy or development plans; the high leverage of Worldwide; our
ability to attract and retain qualified personnel; existing governmental
regulations and changes in, or our failure to comply with, governmental
regulations; liability and other claims asserted against us; it's our ability or
the ability of our third-party suppliers to take corrective action in a timely
manner with respect to changing government regulations; and other factors
referenced in our filings with the Securities and Exchange Commission.

NOTICE OF FILING OF BANKRUPTCY PETITION AND SALE OF OPERATING ASSETS On
September 11, 2002, the company filed a petition for protection under Chapter 11
of the United States Bankruptcy code in the US Bankruptcy Court for the Central
District of California. This allows Worldwide Wireless Networks, Inc to continue
to operate while a plan of reorganization is finalized. On October 16, 2002 a
motion was filed with court for an emergency sale of the company's assets to
protect their value. The motion was approved on October 16, 2002. The sale was
completed on October 18, 2002. On this date the Company sold all of its
operating assets. The Company is currently seeking a buyer for the public shell.
All of the proceeds from the sale of the operating assets and the cash to be
received if the shell is sold will be distributed to the creditors of Worldwide
Wireless Networks. All discussions regarding the financial condition and results
of operations should be read in conjunction with this notice of sale of the
operating assets on October 18, 2002.

GIVEN THESE UNCERTAINTIES, READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
FORWARD-LOOKING STATEMENTS. Other than as required by law, we disclaim any
obligation to update information concerning the factors mentioned above or to
publicly announce the result of any revisions to any of the forward-looking
statements contained herein to reflect future results, events or developments.


                                        4
<PAGE>
ITEM 1:   DESCRIPTION OF BUSINESS

CERTAIN DISCUSSIONS FOLLOWING REGARDING THE DESCRIPTION OF BUSINESS REFER TO THE
OPERATING BUSINESS PRIOR TO BEING DISCONTINUED DUE TO THE SALE OF ALL THE
OPERATIONAL ASSETS TO NEXTWEB, INC. ON OCTOBER 18, 2002.

                                     GENERAL
                                     -------

Worldwide Wireless Networks, Inc. was incorporated in the state of Nevada on
June 10, 1992 as Second Investors Group, Inc. On June 19, 1998, Second Investors
changed its corporate name to Progressive Environmental Recovery Corporation. On
March 5, 1999, Progressive Environmental changed its corporate name to Worldwide
Wireless Networks, Inc. We were originally organized as a "blank check" company
and our purpose was to seek out investment opportunities in emerging technology
companies. In early 1999, we identified a privately-held corporation, Pacific
Link, Inc. ("Pacific Link"), which was engaged in the marketing and sale of
wireless internet services in Southern California under the trade name Global
Pacific Internet. We remained inactive until our reverse merger with Pacific
Link Internet, Inc. in April 1999, through which we acquired all of the business
assets of Pacific Link. (See: Item 6: Management's Discussion and Analysis or
Plan of Operation- Reverse Merger Treatment.")

We have a short operating history, and have experienced cumulative operating
losses of $11,418,324 as of December 31, 2002, primarily due to continued
investments we have made in an effort to expand our existing network. On
September 11, 2002, the company filed a petition with the U.S. Bankruptcy Court
for the Central District of California under Chapter 11 seeking protection while
a plan of reorganization is formulated. On September 17, 2002, the company
signed a definitive agreement with NextWeb, Inc. of Fremont, California for
NextWeb to acquire the operating assets of the company and certain liabilities;
and filed a motion with the Court for an emergency sale of assets. On October
16, 2002, the Court affirmed the sale to NextWeb, Inc. for $550,000. On October
18, 2002, the Company and NextWeb, Inc. executed all necessary documents to
complete the sale with NextWeb, Inc. assuming control at the close of business
on October 18, 2002. The company plans to pursue collection of its remaining
accounts receivable and sell the publicly registered entity known as Worldwide
Wireless Networks, Inc. to maximize value for creditors and stockholders. As of
December 31, 2002, all operations of our high-speed wireless services to
approximately 250 commercial customers and 50 wired frame customers have been
transferred to NextWeb, Inc

Our name, Worldwide Wireless Networks, was designed to indicate to customers and
others our vision of providing our high-speed Internet access services through
the development of an international network. Due to a conflict with corporate
names in California, Worldwide Wireless was doing business as "Global Pacific
Internet" in California. We are no longer reviewing what, if anything can be
done to resolve that conflict, while at the same time determining what actions
we may be able to take to further protect the name Worldwide Wireless Networks
in general, as we believe that any purchaser of the public entity may want to
effect a name change. As of the date of this filing, we are not aware of any
other conflict involving our name in any other jurisdiction, although there can
be no guarantee that none exists or will not develop in the future.


                                        5
<PAGE>
We are incorporated under the laws of the State of Nevada. Our principal
executive offices are located at 770 The City Drive South, Suite 3700, Orange,
California 92868 and our telephone number is (714) 937-5500.

                    WORLDWIDE WIRELESS' PRODUCTS AND MARKETS
                    ----------------------------------------

                                WIRELESS NETWORK

We had the technical expertise to build and operate large scale wireless
networks without relying on an existing wire-based network, such as a telephone
network's copper lines. Our wireless network allowed the user to connect to an
Internet service provider bandwidth via a radio modem. Typically a customer
relies on an incumbent local exchange carrier such as a telephone company's
copper wires or a cable company's television coaxial plant to provide the
physical means for the customer to connect to the Internet.

Our primary means of providing our wireless services was a wireless network
consisting of an operations center, centralized base stations known as
"points-of-presence"(POP), and distribution radios which connect to the end
customer. We operated a wireless network which had been operational for
approximately three years and covered an estimated 85% of Orange County,
California. Starting from December 31, 1999, we were providing wireless services
in Los Angeles County, California, but we phased out these operations in 2000 so
that we could focus our efforts on enhancing our services and business in Orange
County, California. We has fifteen, fully-operational POPs, which were generally
located on the tops of tall buildings. We negotiated long- term site licenses
for each POP location. As of October 18, 2002 all POP's were transferred to
NextWeb, Inc. as part of the sale discussed below.

The typical POP site consists of one indoor/outdoor equipment cabinet (62" H x
23" W x 34" D) and an array of four to eight small sectional antennas (42" H x
4" W). The sectional antennas can be painted any color to match existing
surroundings. There is no roof penetration, and once the system is installed
there are minimum inspections. We paid for all costs associated with the
installation and our unit required a single phase 110 volt outlet for power.

In general, our end customers must be within five miles of a POP and have
line-of-sight visibility between the POP and an antenna located at their
building. The five mile standard is based upon the equipment we used, existing
interference and equipment reliability. Other companies may use greater
distances from a POP, and we did as well, but we had adopted five miles as a
general guideline for our connections. Each end customer must install a rooftop
or window radio with an antenna. When the customer accesses the Internet, the
signal travels over its building's wiring or wireless network to the rooftop or
window antenna. The antenna sends the data signal to a nearby POP, where the
signal was communicated to our broadband switching center and then onto its
final destination.

Our wireless network had been designed to provide our customers with flexible,
rapidly-installed and reliable high-speed internet connectivity. For example,
during the Panasonic Shock Wave Beach Games in August of 1999 we established a
temporary wireless system which provided Internet access to the participants on
the beach. We were able to install the necessary equipment


                                        6
<PAGE>
at a customer's business within two to five days. Actual installation of a
wireless system may take as little as four hours. Installation and incorporation
into our wireless network could be accomplished as fast as within 48 hours
following a signed service order. However, we generally planned for a three week
time period for completion of installation. We managed our network traffic by
using routing equipment that measures and controls packet flows (data bundled
for transmission) and we installed equipment with performance levels that met or
exceed those required by the customer.

Our wireless network was engineered to provide high reliability and wide area
coverage. We generally operated at a greater than 99% uptime. Our wireless
networks were capable of high speeds of 128 kbps through 100 Mbps speeds. Kbps
stands for Kilobits per second, and Mbps stands for megabits per second; the
number of bits per second is the industry standard of measurement of how fast
data can be transmitted over the Internet. Our wireless system and frame circuit
T-1 lines (which are enhanced copper lines that connect to a local telephone
company system and then directly to the Internet), provided connection to the
Internet at high speeds. Our wireless connections provided transmissions at
greater speeds than a dial up connection. For example, a dial up modem transmits
at 28,000 to 56,000 bps; a T1 line (which is a dedicated telephone cable with a
bundle of twenty-four voice or data lines) transmits at 1.544 Mbps, and our
wireless network transmitted at a rate of 100 Mbps. These high speed connections
allowed files, documents and voice transmissions to be dispatched over the
Internet in much shorter time periods.

We operated on a combination of licensed frequencies of 23 GHz and unlicensed
frequencies in the 2.4 GHz ISM bandwidth, 5.8 GHz ISM bandwidth, and 5.2 GHz
UNII bandwidth ranges. Ghz, (giga hertz) is a measurement of electromagnetic
energy which is equivalent to one "wave" or cycle per second. The bandwidth
range determines whether federal licensing is required. Some frequencies must be
licensed by the U.S. Federal Communications Commission, whereas unlicensed
frequencies are part of the radio spectrum that the general public may use for
personal radios. The licensing required is determined on a site-by-site basis,
depending on the distance and type of network link. Reliability was achieved
through redundant radio links and wired line back-up. Security was provided
through spread spectrum radio links and encryption, among other standard
security measures. Our radio modem transmitted data by a microwave frequency
which changes 32 times a second. During our initial three years of operations we
experienced no significant weather interference, nor did we expect to, since the
low frequencies which we use are rarely affected by weather conditions (other
than hail). We were not sure how a wireless network in geographical areas with
more severe weather than Southern California would be affected, but management
believed that weather conditions will pose a significant factor to our ability
to provide high-quality wireless services.

                               PRINCIPAL SERVICES

High-speed Internet: We offered connections to the Internet at speeds from 128
-------------------
kbps to 100 Mbps. This service provided always-connected, secure access for all
sizes of commercial businesses. These connections were primarily supported by
our wireless network with the balance of customers being served by leased T-1
circuits. We enhanced our service by balancing and distributing our traffic
across our upstream connections, which included Digital Broadcast


                                        7
<PAGE>
Networks, Savis, and Exodus networks. As of December 31, 2001, we had
approximately 250 high-speed wireless customers and 50 frame circuit customers.
As of December 31, 2002, all operations have been sold to NextWeb, Inc. as
discussed below.

Dial-up Internet Access: As of December 31, 2002, we did not provide Internet
-----------------------
access to Internet users using dial-up connections. This service was previously
marketed to the general public throughout Orange County and to our commercial
customers to support work-at-home, remote server access, and other business
applications. As of August 31, 2000, we had divested our dial-up division
because we felt the cost of operating this service exceeded the revenue value it
did, or would in the future, provide to us.

Data Center Services: We offered web hosting, web site development and
--------------------
co-location services to our customers. Our co-location service allowed a
customer located outside our wireless network to physically place a computer
connected to the customer's network in a secure facility with a high-speed
physical connection to the Internet. As of December 31, 2001, we provided these
services to approximately 36 customers. As of December 31, 2002, all operations
have been sold to NextWeb, Inc. as discussed below.

Network Consulting: We offered design and implementation services for private
------------------
wireless networks and consulting services to develop network hardware
components. As of December 31, 2001, we provided these services to approximately
6 customers, representing less than 1% of our total revenues for that fiscal
year. As of December 31, 2002, all operations have been sold to NextWeb, Inc. as
discussed below.

                        BUSINESS AND OPERATING STRATEGIES

On September 11, 2002, the company filed a petition with the U.S. Bankruptcy
Court for the Central District of California under Chapter 11 seeking protection
while a plan of reorganization is formulated. On September 17, 2002, the company
signed a definitive agreement with NextWeb, Inc. of Fremont, California for
NextWeb to acquire the operating assets of the company and certain liabilities;
and filed a motion with the Court for an emergency sale of assets. On October
16, 2002, the Court affirmed the sale to NextWeb, Inc. for $550,000. On October
18, 2002, the Company and NextWeb, Inc. executed all necessary documents to
complete the sale with NextWeb, Inc. assuming control at the close of business
on October 18, 2002. The company plans to pursue collection of its remaining
accounts receivable and sell the publicly registered entity known as Worldwide
Wireless Networks, Inc. to maximize value for creditors and stockholders.
Management does not believe that any funds will be available for distribution to
stockholders after all approved bankruptcy administration expenses have been
paid and distributions have been made to the company's creditors whose claims of
approximately $5,725,000 appear to exceed the company's potential resources from
the sale of it's operating assets and public shell.


                                        8
<PAGE>
                                   COMPETITION

In the past year, our market has changed considerably in respect to companies
which provide both wired and wireless Internet services to businesses and
individuals. Many wired T-1, wireless Internet and DSL providers have ceased
operations and a general consolidation of wired providers is taking place with
the Incumbent Local Exchange Carriers (ILECs) Verizon and SBC Pacific Bell
garnering larger market shares. We continued to face competition from these
existing incumbent Internet service providers, who have financial resources,
brand recognition, work coverage, technical resources, and sales forces much
larger than ours. These providers may have substantial financial and technical
resources directed at the same markets served by us. As a result, from time to
time, we adjusted the pricing of our products, expend more funds to acquire
customers and may experience higher customer attrition due do competitive and
economic market conditions.

In the wireless market we used to agressively compete with, among others,
Teligent, Inc., Winstar Communications, Inc., and XO (NEXTLINK) Communications,
Inc., each of which offered wireless high-speed Internet services. In the past
year, all of these companies have filed bankruptcy and have become less of a
competitive threat in our local markets. Pacific Bell, AT&T, World Com, Qwest,
Sprint and similarly situated telecommunications companies offer Internet
products as stand-alone products or in a bundle with telecommunications, network
services, or wide-area networking. Digital Subscriber Line (DSL) provider Covad
and their various independent resellers continue to provide high-speed Internet
service using modems in conjunction with the transport facilities of incumbent
local exchange carriers and they continue to provide a competitive environment.

Similarly, we competed with Cox Communications, Time Warner and other cable
television companies which have converted cable television coaxial lines to
support bi-directional, high-speed network services, and we also competed with
Internet-dedicated access companies, like Verio, Pago, and Level 3, which
specialize in Internet connectivity products that include data center services,
web hosting, virtual private networking and related products and services.

We competed with these companies in the areas of rapid installation, technical
performance, quality of customer service and price. We had the capacity to
deliver Internet service in 48 hours because at a minimum our service may only
require installation of a radio and antennae at a customer's site. Competing
technologies that rely on physical wiring may require 30 to 45 days for the
necessary wiring to be installed. We developed our networks primarily with our
own internal engineering expertise, and we believed the use of our own personnel
increases the uniqueness of our service and prevents direct copy by our
competition. Use of our own technical network configuration, radio technology,
and POP/transmission site implementations reduced costs and improve performance.

Although pricing was an important factor in our customers' purchase decisions,
we believed that customer relationships, customer service and consistent quality
will be the key to generating customer loyalty. During the past year, management
has observed market prices for network services increasing, which is a trend
management believes, and is evidenced by market conditions, that will continue
as ISPs of all sizes are looking toward profitability as opposed to


                                        9
<PAGE>
the past trend of increasing market share without regard to costs. As prices
increased for any given speed of wired service, we expected that our total
number of customers would increase due to our competitive value proposition that
eliminates ILEC fees that all wired service providers must contend with. Even
with these increasing prices, our ability to fund our operation depended on
additional resources from either equity or debt financing which ultimately was
not available to us in the uncertain economy faced during fiscal 2002

Most of our competitors rely on existing networks of copper lines owned by third
parties. Our management believed that elimination of reliance on third parties
reduced our costs by eliminating the expense of payments to these third parties
for recurring monthly charges or labor costs associated with installation and
costs of troubleshooting network problems. Further, we believed that capital
expenditures associated with constructing our wireless network were
substantially lower because we do not physically have to construct a wired
network.

                               PRINCIPAL SUPPLIERS

Our principal suppliers provided hardware and software that was incorporated
into our networks. While no single vendor represented a majority of capital
spending, network performance depends on the operation and support of these
products. We relied on third-party vendors for equipment, upstream bandwidth,
operational software, and product support. Our product availability and network
performance could have been diminished when and if these providers limited the
availability of service, delay product, or deviate from our expectations for
performance. However, management believed these vendors could be replaced within
approximately 60 days should that have become necessary. Our agreements with our
customers typically required specific performance on our part for financial,
service, or operational actions, and any failure in our performance due to a
vendor's non-performance could have resulted in penalties and/or increased costs
of operation for us. As is customary in the industry, damages owed by a company
for failure to provide bandwidth were generally limited to service credits for
the circuits affected.

                  TRADEMARK, LICENSE AND INTELLECTUAL PROPERTY

Our primary service mark in our service area of Orange County is Global Pacific
Internet, because the name Worldwide Wireless was not available to us as a
corporate name from the Secretary of State of California. We relied upon a
combination of licenses, confidentiality agreements and other contractual
covenants, as well as the statutory protections of the California Trade Secrets
Act to establish and protect our technology and other intellectual property
rights. Other than in California, we had no knowledge of any condition or
circumstance which would have caused a conflict with our trademark or name in
any jurisdiction, although there can be no assurance that a condition or
circumstance of this type did not exist, or would not have developed in the
future.

As of December 31, 2002, the twelve (12) FCC private operational fixed microwave
radio station licenses that Worldwide Wireless Networks held have been
transferred to NextWeb, Inc. as part of the transfer of assets resulting from
the sale authorized by the U.S. Bankruptcy Court. (See: Item 1: Government
Regulation below). These licenses have a term of ten years, the first


                                       10
<PAGE>
of which will expire in July 2009. The importance of having FCC licenses to
companies like ours is that it establishes superior rights as against third
parties to provide our services using the frequencies and in the locations for
which these licenses are granted. As of October 18, 2002, all FCC licenses have
been transferred to NextWeb, Inc. as part of the sale discussed below.

                               PRODUCT DEVELOPMENT

We conducted research and development as an incidental activity to our ordinary
operations. Therefore, we have not spent any material amount for research and
development during the past three fiscal years.

In May of 1999 we entered into a joint venture with Bridge Technology, Inc.
Pursuant to the agreement, we agreed to provide our know-how and contributed
$50,000 toward the capitalization of Pacific Bridge Net, a subsidiary of Bridge
Technology. The mission of Pacific Bridge Net is to design, develop (patent and
copyright), market and sell various devices required to provide high speed
broadband wireless access to the Internet backbone infrastructure. We own a 20%
interest in the venture, and will have the right to sell any radio equipment
that is developed through the venture in the United States. As of December 31,
1999, the amount of this investment was reduced to $36,885, resulting from our
20% allocation of the losses reported by Pacific Bridge Net for fiscal year
1999. Pacific Bridge Net has finished an engineering prototype of a wireless
radio with a built-in firewall and integrated router (which may eliminate the
need for a proxy server or complicated network configuration), and has been
testing it for a period of approximately 12 weeks for reliability and stability
in real wireless network deployment. The formal agreement was terminated by
mutual consent as of July 1, 2000, and we have ceased all business activities
with Global Bridge E Net.

                              GOVERNMENT REGULATION

At the federal level, the FCC has jurisdiction over the use of the
electromagnetic spectrum (i.e., wireless services) and has exclusive
jurisdiction over all interstate telecommunications services, that is, those
that originate in one state and terminate in another state. State regulatory
commissions generally have jurisdiction over intrastate communications, that is,
those that originate and terminate within the same state. Municipalities and
other local jurisdictions may regulate limited aspects of our business by, for
example, imposing zoning and franchise requirements and requiring installation
permits. We are also subject to taxation at the federal and state levels and may
be subject to varying taxes and fees from local jurisdictions.

A large portion of our wireless networks operated in a radio spectrum not
requiring licensing from the Federal Communications Commission under current
regulations. As an Internet service provider we were not currently directly
regulated by the FCC or the Public Utilities Commission of any state. However,
as required by law, we licensed frequency spectrum directly from the FCC for
some of the high-speed portions of our wireless network. As of October 18, 2002
all such licenses were transferred to NextWeb, Inc. as part of the sale
discussed below.


                                       11
<PAGE>
                                    EMPLOYEES

We currently have a total of 1 full-time employee. This individual is solely
involved in the final disposition of company assets, undertaking all necessary
tax or other governmental filings necessary to complete the bankruptcy action
and wrap up the final business of the company. It is anticipated that this will
occur within the first nine months of fiscal 2003. All of our employees are
based in Orange County, California.

ITEM 2:   DESCRIPTION OF PROPERTY

CERTAIN DISCUSSIONS FOLLOWING REGARDING THE DESCRIPTION OF PROPERTY REFER TO THE
OPERATING BUSINESS PRIOR TO BEING DISCONTINUED DUE TO THE SALE OF ALL THE
OPERATIONAL ASSETS TO NEXTWEB, INC. ON OCTOBER 18, 2002.

Our principal executive offices are located in the City of Orange, California,
where we leased 5528 square feet of office space with roof rights for antennas.
We renewed the lease on March 30, 1999 and it will expire in 2004. These leases
were rejected in the bankruptcy proceedings which allowed NextWeb, Inc. to
renegotiate them with the landlord. As a condition of the sale, Worldwide
Wireless Networks utilizes office space leased by NextWeb, Inc. at no cost while
the remaining assets of the company are sold and the bankruptcy proceeding is
completed.

As of December 31, 2002, all other leases were either transferred to NextWeb,
Inc. as part of the sales agreement or were rejected in the bankruptcy
proceeding. These include the two leased office spaces in Irvine, California.
The first office space, located at 5 Park Place, is 1,062 square feet and housed
our sales agents. We subsequently modified the lease to rooftop access only, and
we do not occupy any office space. The second office space is located at 8001
Irvine Center Drive, and is subleased to a computer consulting company for the
cost of the lease (which is approximately $4,021 per month. We opened a sales
office in Los Angeles County, California, that comprises 1,993 square feet and
was located at 5933 Century Boulevard, Los Angeles, CA. The lease for that
office had a five-year term, expiring in March 2005. Monthly rent was $2,889.85
for the first thirty months of the lease, escalating to $3,089.15 for the
remainder of our lease term. This lease was rejected as part of the bankruptcy
proceeding.

ITEM 3:   LEGAL PROCEEDINGS

CERTAIN DISCUSSIONS FOLLOWING REGARDING LEGAL PROCEEDINGS REFER TO THE OPERATING
BUSINESS PRIOR TO BEING DISCONTINUED DUE TO THE SALE OF ALL THE OPERATIONAL
ASSETS TO NEXTWEB, INC. ON OCTOBER 18, 2002.

Except as disclosed below, we are not involved in any material pending legal
proceedings, other than routine litigation incidental to our business, to which
we are a party or of which any of our property is subject:


                                       12
<PAGE>
Pacific Industrial Partners
---------------------------

On July 12, 2000, a lawsuit was filed in Orange County Superior Court against us
and some of our officers, directors and shareholders by Pacific Industrial
Partners, LLC and its affiliates (collectively, "PIP") for breach of contract,
breach of the implied covenant of good faith and fair dealing, promissory
estoppel and intentional interference with existing contract. The dispute arose
out of a convertible debt note we signed dated January 6, 2000, as amended, in
which PIP proposed to finance up to $2.5 million dollars through the purchase of
convertible notes at eight percent interest (with an option to purchase up to $3
million dollars in additional notes).

On April 17, 2001, we resolved the dispute through settlement negotiations. In
exchange for dismissal of the pending litigation and releases of all claims
against all parties, we have agreed to the following: (a) cash payment of
$115,000, of which $70,000 was paid by check from persons other than us to PIP
and its affiliates, and the remaining balance of $45,000 is payable from us by
installments under a promissory note, which is secured by a Stipulated Entry of
Judgment for that amount; (b) 400,000 shares of common stock of WWWN to be
transferred to PIP and its affiliates; and (c) 1,000,000 warrants for the
purchase of 1,000,000 shares of free-trading stock. With respect to the
warrants, we are registering for resale only the shares underlying the warrants.
As of December 31, 2001, we have issued warrants for the purchase of 750,000
shares of which none have been exercised. As of March 28, 2002, the company has
paid $15,000 of the balance due with respect to the Stipulated Entry of
Judgment.

Sean Loftis and 1st Universe
----------------------------

We entered into an agreement with Mr. Loftis whereby we would provide wireless
internet services to customers located by Mr. Loftis, and with whom Mr. Loftis
would enter into contracts to provide wireless internet services. Mr. Loftis
received a profit to the extent that the fees charged by him to his customers
exceeded the fees charged to him by us. On January 30, 2001, we terminated the
agreement, and we were subsequently sued by 1st Universe and Mr. Loftis for
breach of contract, breach of the implied covenant of good faith, and
interference with contract, among other things. 1st Universe and Mr. Loftis
filed the suit on February 6, 2001, in the Superior Court of Orange County,
California, seeking compensatory and punitive damages. Mr. Loftis alleges that
we breached the agreement by terminating internet access services on short
notice and entering into new contracts with his customers.

On July 9, 2002 a verdict for $336,236 was entered against Worldwide Wireless
Networks, Inc., additionally Worldwide Wireless Networks, Inc. Received a
verdict for $1,897 against 1st Universe. Worldwide Wireless Networks, Inc. filed
an objection to the proposed judgment on July 29, 2002 with the Superior Court
of Orange County, California. As of the date of this filing, a date to hear the
objection has not been set. Further action has been stayed by the bankruptcy
court.


                                       13
<PAGE>
Esyon Corporation
-----------------

On April 30, 2002, Esyon Corporation filed a lawsuit in the Superior Court of
Los Angeles County, California, seeking damages of $525,000 plus interest for
breach of promissory note. We filed an answer to the complaint and filed a
cross-complaint on August 1, 2002, seeking damages of $475,000 for breach of
contract. As of the date of this filing, a trial date has not been set. Further
action has been stayed by the U.S. Bankruptcy court

Haseko Corporation
------------------

On May 24, 2002, Haseko Corporation filed a lawsuit in the Superior Court of Los
Angeles County, California, seeking damages of $32,137.18 for a breach of lease.
We filed an answer to the complaint denying all allegations. As of the date of
this filing, a trial date has not been set. Further action has been stayed by
the U.S. Bankruptcy court

Bankruptcy Filing and Sale of Assets.
-------------------------------------

On September 11, 2002, the company filed a petition for protection under Chapter
11 of the United States Bankruptcy code in the US Bankruptcy Court for the
Central District of California, case number SA 02-17020 JB. This allows
Worldwide Wireless Networks, Inc to continue to operate while a plan of
reorganization is finalized. Liabilities subject to the bankruptcy proceeding
include approximately $1,131,000 of accounts payable, approximately $1,516,000
of accrued liabilities and approximately $3,078,000 of notes payable including
lines of credit. These totals are subject to revision through the Proof of Claim
process and further proceedings if the Bankruptcy Court.

The company is under the general supervision of the Office of the United States
Trustee for the Central District of California. The Trustee must approve any
transactions outside the ordinary course of business. The day to day operations
of the company are under the control of the officer of the company as a Debtor
in Possession. Monthly operating and cash flow reports must be submitted to the
U.S. Trustee.

On October 16, 2002 a motion was filed with court for an emergency sale of the
company's assets to protect their value. The motion was approved on October 16,
2002. The sale was completed on October 18, 2002. On this date the Company sold
all of its operating assets. The Company is currently seeking a buyer for the
public shell. All of the proceeds from the sale of the operating assets and the
cash to be received if the shell is sold will be distributed to the creditors of
Worldwide Wireless Networks, Inc. after payment of all approved bankruptcy
administration expenses. Management does not believe that any funds will be
available for distribution to stockholders after all approved bankruptcy
administration expenses have been paid and distributions have been made to the
company's creditors whose claims of approximately $5,725,000 appear to exceed
the company's potential resources from the sale of it's operating assets and
public shell.


                                       14
<PAGE>
ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


                                     PART II

ITEM 5:   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

CERTAIN DISCUSSIONS FOLLOWING REGARDING THE MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS REFER TO THE OPERATING BUSINESS PRIOR TO BEING DISCONTINUED
DUE TO THE SALE OF ALL THE OPERATIONAL ASSETS TO NEXTWEB, INC. ON OCTOBER 18,
2002.

Market Information
------------------

Our common stock is traded over-the-counter and quoted on the Over the Counter
Electronic Bulletin Board under the symbol "WWWN." The following table
represents the range of the high and low bid prices of our stock as reported by
the NASDAQ Trading and Market Services for each fiscal quarter beginning with
the first quarter of 2000 and ending with the fourth quarter of 2002. These
quotations represent inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.

          Year          Quarter               High           Low
          ----          -------               ----           ----
          2001          First Quarter         0.41           0.09
          2001          Second Quarter        0.16           0.01
          2001          Third Quarter         0.10           0.01
          2001          Fourth Quarter        0.04           0.02
          2002          First Quarter         0.04           0.01
          2002          Second Quarter        0.03           0.01
          2002          Third Quarter         0.00*          0.01
          2002          Fourth Quarter        0.00*         0.00*
          * Amounts have been significantly less than 0.01 per share

We have 1,975,000 common shares subject to the exercise of warrants.
Approximately 3,700,000 shares of our outstanding common stock are subject to
the resale limitations of Rule 144. During the year ended December 31, 2001 we
have submitted two SB2 filings with the SEC that has been declared effective.
The first filing (Number 333-42774) was declared effective February 12, 2001. In
this amended filing, we registered up to 17,562,500 shares of common stock
pursuant to our agreements with Whitsend Investments, Ltd., Trinity Capital
Advisors, Inc. and AMRO International, S.A. The second filing (333-57108) was
declared effective June 14,2001 which registered 19,804,274 shares of common
stock pursuant to our agreements with Whitsend Investments,Ltd., Trinity Capital
Advisors, Inc. and AMRO International, S.A.


                                       15
<PAGE>
Use of Proceeds from SB-2/A, declared effective February 12, 2001
-----------------------------------------------------------------

On February 12, 2001, the SEC declared effective our filing (Number 333-42774)
in which we registered 11,970,060 shares of common stock to the following
selling stockholders: Whitsend Investments, Ltd., AMRO International S.A.,
Trinity Capital Advisors, Inc., Columbia Financial Group, Inc., Technology
Equity Fund Corp., The Oxford Group, Inc., and Schumann & Associates. The
selling stockholders will receive all of the proceeds from the sale of the
shares of common stock offered under this filing. We will not receive any of the
proceeds from the sale of shares of common stock by the selling stockholders.
Some of the shares of common stock included in that filing will come from the
exercise of warrants. We may receive proceeds from the exercise of the warrants
should the holders choose to exercise them, in their sole discretion. The
selling stockholders have no obligation to exercise or convert their securities,
and Worldwide Wireless may never receive any additional proceeds from them. Any
proceeds we do receive from them will be contributed to working capital and will
be used for general corporate purposes.

Use of Proceeds from SB-2/A, declared effective June 14, 2001
-------------------------------------------------------------

On June 14, 2001, the SEC declared effective our filing (Number 333-57108) in
which we registered 19,804,274 shares of common stock to the following selling
stockholders: Whitsend Investments, Ltd., AMRO International S.A., Trinity
Capital Advisors, Inc., Tony Capporicci, Feldhake, August & Roquemore LLP, Fred
Maxik, Steve Menzies, Pacific Industrial Partners, Sinclair Davis Trading Corp,
and Universal Business Services. Our initial filing of this Form SB-2 was on
March 15, 2001. The filing of this registration statement was made to meet our
obligations to some selling stockholders under various agreements we have
entered into. These selling stockholders are offering for sale up to 19,804,274
shares of our common stock. All proceeds from the sale of common stock under the
SB-2/A will go to the selling stockholders. We may, however, receive proceeds
from the exercise of warrants described in the SB-2/A, should the holders of the
warrants choose to exercise them (which are solely in the holders' discretion).
Of the 19,804,274 shares offered in the SB-2/A, 16,000,000 may be issuable upon
the conversion of convertible debentures. The selling stockholders have no
obligation to exercise or convert their securities, and Worldwide Wireless may
never receive any additional proceeds from them. Any proceeds we do receive from
them will be contributed to working capital and will be used for general
corporate purposes.

Holders
-------

As of December 31, 2002, we had approximately 108 stockholders of record.

Dividends.
---------

We have not declared dividends on our common stock and do not anticipate paying
dividends on our common stock in the foreseeable future.


                                       16
<PAGE>
Recent Sales of Unregistered Securities; Use of Proceeds from Unregistered
--------------------------------------------------------------------------
Securities
----------

Below is a list of all of the private transactions for the sale of unregistered
securities made by Worldwide Wireless for the period January 1, 2002 through
December 31, 2002:

NONE

In each of the private transactions above referenced above, we believe (and have
received investor representations to the effect that) each purchaser:

-    was aware that the securities had not been registered under federal
     securities laws;
-    acquired the securities for his/her/its own account for investment purposes
     of the federal securities laws;
-    understood that the securities would need to be indefinitely held unless
     registered or an exemption from registration applied to a proposed
     disposition; and
-    was aware that the certificate representing the securities would bear a
     legend restricting its transfer. We believe that, in light of the above,
     the sale of our securities to the respective acquirers did not constitute
     the sale of an unregistered security in violation of the federal securities
     laws and regulations by reason of the exemptions provided under Sections
     3(b) and 4(2) of the Securities Act, and the rules and regulations
     promulgated thereunder.


ITEM 6:   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CERTAIN DISCUSSIONS FOLLOWING REGARDING THE MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION REFER TO THE OPERATING BUSINESS PRIOR TO BEING DISCONTINUED
DUE TO THE SALE OF ALL THE OPERATIONAL ASSETS TO NEXTWEB, INC. ON OCTOBER 18,
2002.

The following discussion and analysis of our financial condition and results of
discontinued operations should be read in conjunction with our consolidated
financial statements, including all notes attached to these statements, which
appear at the end of this filing. In addition to historical information, the
discussion here and elsewhere in this filing contains some forward-looking
statements. These statements by their nature involve risks and uncertainties,
and should not be construed to imply any promise, certainty or likelihood that
these results or trends will necessarily continue in the future. Our actual
results in the future may differ significantly from those anticipated by these
forward-looking statements, due to many factors including those set out in the
"Risk Factors," "Business" and other sections of this filing.

PLAN OF OPERATION.
------------------

On September 11, 2002, the company filed a petition with the U.S. Bankruptcy
Court for the Central District of California under Chapter 11 seeking protection
while a plan of reorganization is formulated. On September 17, 2002, the company
signed a definitive agreement with NextWeb, Inc. of Fremont, California for
NextWeb to acquire the operating assets of the


                                       17
<PAGE>
company and certain liabilities; and filed a motion with the Court for an
emergency sale of assets. On October 16, 2002, the Court affirmed the sale to
NextWeb, Inc. for $550,000. On October 18, 2002, the Company and NextWeb, Inc.
executed all necessary documents to complete the sale with NextWeb, Inc.
assuming control at the close of business on October 18, 2002. The company plans
to pursue collection of its remaining accounts receivable and sell the publicly
registered entity known as Worldwide Wireless Networks, Inc. to maximize value
for creditors and stockholders. Management does not believe that any funds will
be available for distribution to stockholders after all approved bankruptcy
administration expenses have been paid and distributions have been made to the
company's creditors whose claims of approximately $5,725,000 appear to exceed
the company's potential resources from the sale of it's operating assets and
public shell.

We currently do not generate sufficient cash flows to support our current
requirements. From the proceeds of the sale to NextWeb, Inc., the company
invested $440,000 in a short term money market rate account with an FDIC insured
commercial bank. The interest earned and the collection of our remaining
accounts receivable represent the only continuing sources of cash flow available
to the company. All cash is restricted to uses approved by the U.S. Bankruptcy
Trustee.

We are not currently engaged in any product research and development.

The only remaining non-cash assets of the company are the publicly registered
entity and rights to collect accounts receivable existing as of October 18,
2002, the date of sale to NextWeb, Inc. including accounts previously classified
as uncollectable and placed for legal action.

We also do not anticipate a significant change in the number of our employees.

OVERVIEW.
--------

All of the following discussions regarding the financial condition and
operations of Worldwide Wireless Networks, Inc. refer to operations which have
been discontinued due to the sale of all operational assets to NextWeb, inc. on
October 18, 2002.

Revenues. We generated revenues primarily through the sale of annuity-like
--------
service contracts with customers, the sale and installation of wireless
networks, and network consulting including sales of networking equipment. We
recognize revenues when services are completed.

Cost of Sales. Cost of sales consisted of third-party network usage and other
---------------
outsourced service costs, cost of equipment sold, and the cost of roof rights.
Third-party network costs are expensed in the period when services are rendered
and are generally proportional to the number of customers.

Sales and Marketing. Sales and marketing expenses included salaries, sales
-------------------
commissions, employee benefits, travel and related expenses for our direct sales
force, fees paid to third-party sales agents, marketing and sales support
functions. Marketing costs associated with increasing our user base, which to
date have been minimal, are expensed in the period incurred.


                                       18
<PAGE>
General and Administrative. General and administrative expenses include
--------------------------
salaries, employee benefits and expenses for our executive and finance personal,
depreciation of network equipment, technical staff costs, legal, and human
resources personnel. In addition, general and administrative expenses include
fees for professional services and occupancy costs. We expect general and
administrative expenses to continue at a reduced rate due to the expenses of the
bankruptcy and other legal proceedings.

REVERSE MERGER TREATMENT.
-------------------------

Effective April 1, 1999, Pacific Link Internet, Inc. (Pacific) (a private
company) was acquired by Worldwide Wireless Networks, Inc. (Worldwide) (a public
company). Worldwide issued 7,000,000 shares to the shareholders of Pacific in
exchange for all shares of Pacific, thus making it a wholly owned subsidiary of
Worldwide. The agreement provides for the acquisition to be treated as a reverse
acquisition, thus making Pacific the accounting survivor. Because the historical
financial information in these financial statements prior to the reverse
acquisition (April 1, 1999) is that of the accounting acquirer (Pacific), a
forward stock split of 14 for 1 has been retroactively applied to show the
effects of the 7,000,000 share issuance as though it happened ratably since
inception of Pacific. The management of Worldwide resigned and the management
and board of Pacific filled the vacancy.

In January 1999, $1,000,000 was advanced to Worldwide Wireless from investors as
an investment. Of the 4,199,988 shares issued, 200,000 post merger shares were
issued to the investors in relation to the $1,000,000 investment.

BRIDGE TECHNOLOGY
-----------------

We entered into an agreement with Bridge Technology, Inc. on June 28, 2000.
Under this Agreement, we issued 300,000 shares of restricted common stock for
150,000 restricted shares of Bridge Technology common stock. The shares were
issued as restricted in accordance with the Securities and Exchange Commission
Regulation 144.

We have taken an other-than-temporary loss of $1,155,000 on our original
investment in Bridge Technology of $1,200,000 , of which $105,000 are recorded
on our year-end December 31, 2002 and 550,000 are recorded on our year-end
December 31, 2001 financial statements. The original other-than-temporary loss
of $500,000 was recorded on our year-end December 31, 2000 financial statements.
Our investment in Bridge Technology suffered losses because of weak market
conditions. The original price per share of $8.00 in July 2000 suffered from a
continuous decline down to $0.30 by the end of December 2002. Based upon market
forecasts and the slim probability of a reverse trend, our management recognized
a permanent write down from $4.67 to $0.30 per share to arrive at an investment
carrying value of $45,000 or $0.30 per share. Prior to the bankruptcy filing,
these shares were transferred to a note holder as partial security for his note.
At that time management, recorded the $45,000 value as a reduction in the note
payable liability.


                                       19
<PAGE>
RECENT DEVELOPMENTS.
--------------------

On October 27, 1999, we entered into a contract to purchase wireless
telecommunications equipment from Adaptive Broadband Corporation. Pursuant to
the agreement we committed to purchase 2,624 units, 5,120 units and 7,760 units
during the first, second and third years of the agreement, respectively. Units
consist of subscriber units or access points. Subscriber units refer to
individual customers and access points refer to POPs. The agreement may be
terminated by written notice from either party for occurrence of several
specific events, notably, if either party is not satisfied with the performance
of the other party. On February 15, 2001 an agreement was reached with Adaptive
Broadband Corporation to terminate the purchase contract and return certain
equipment previously acquired which was accomplished in the first quarter of
2001. This resulted in a reduction in both inventory and accounts payable of
approximately $1,485,240 in the first quarter of 2001. The termination of this
agreement is not expected to have any material impact on our continuing
operations, and we incurred a restocking fee of $15,000.

On June 28, 2000, Worldwide Wireless issued 300,000 shares of its common stock
valued at $1,200,000 to Bridge Technology, Inc. in exchange for 150,000 shares
of Bridge Technology, Inc. stock valued at $1,200,000 based on the quoted stock
prices on the market at the time of exchange. As of December 31, 2002, Worldwide
Wireless recorded at total of $1,155,000 of losses on this investment, an
investment available for sale. The aggregate fair market value of Bridge
Technology, Inc was $150,000. A loss of $105,000 in 2002, a loss of $550,000 in
2001, and a loss of $500,000 in 2000 have been recognized due to management's
determination that this decline in value is permanent.

On June 30, 2000 Worldwide Wireless Networks, Inc. went into default on a
secured promissory note. The secured promissory note was entered on May 1, 2000
with PHI Mutual Ventures, LC. PHI Mutual Ventures, LC loaned us $100,000 under a
secured promissory note bearing interest at 12% per annum. The promissory note
became due on June 30, 2000, and began to accrue a late interest rate of 18% per
annum. As of the date of this filing, we are in default on the principal and
interest in the amount of $126,608, which indebtedness exceeds 5% of our total
assets. We are currently negotiating with PHI Mutual Ventures; LC to obtain an
extension on the promissory note, however there can be no assurance that these
negotiations will be successful.

On January 25, 2001, Worldwide Wireless Networks, Inc. went into default on a
secured promissory note. The secured promissory note was entered on October 24,
2000 with Mutual Ventures Corporation. The principal value of the secured
promissory note is $200,000 bearing interest at 12% per annum. The promissory
note became due on January 24, 2001, and began to accrue a late interest rate of
18% per annum. As of the date of this filing, we are in default on the principal
and interest in the amount of $234,800, which indebtedness exceeds 5% of our
total assets. We are currently negotiating with Mutual Ventures Corporation to
obtain an extension on the promissory note; however there can be no assurance
that these negotiations will be successful.

On January 31, 2001, Worldwide Wireless Networks, Inc. issued 262,500 shares of
common stock for services valued at $65,625. The transaction was exempt from
registration pursuant to 4(2) of the Securities Act of 1933 as a private
offering not involving any public distribution.


                                       20
<PAGE>
On February 12, 2001, the SEC declared effective our Form SB-2/A Registration
Statement registering 11,970,060 shares if its common stock. All proceeds from
the sale of common stock under this filing will go to the selling stockholders.
We will not receive any proceeds from the sale of common stock. Of the
11,970,060 shares offered in the February 12, 2001 filing, 1,225,000 shares are
issuable upon the exercise of warrants and 930,525 are issuable upon the
conversion of convertible debentures. (See: Item 5: Market for Common Equity and
Related Stockholder Matters - Use of Proceeds from SB-2/A, declared effective
February 12, 2001.)

On February 16, 2001, Worldwide Wireless issued 277,391 shares of common stock
in exchange for conversion of $51,000 notes payable due AMRO International, S.A.
and Trinity Capital Advisors, Inc. plus accrued interest of $2,259 for a total
consideration of $53,258.

On February 23, 2001, Worldwide Wireless issued 118,686 shares of common stock
in exchange for conversion of $20,000 notes payable due Trinity Capital
Advisors, Inc. plus accrued interest of $35 for a total consideration of
$20,035.

On February 28, 2001, Worldwide Wireless issued 479,217 shares of common stock
in exchange for conversion of $50,000 notes payable due Trinity Capital
Advisors, Inc. plus accrued interest of $1,755 for a total consideration of
$51,755.

On March 8, 2001, Worldwide Wireless issued 543,423 shares of common stock in
exchange for conversion of $40,000 notes payable due AMRO International, S.A.
plus accrued interest of $1,952 or a total consideration of $41,952.

On March 16, 2001 World Wide Wireless Networks, Inc. went into default on a
secured promissory note. PHI Mutual Ventures, LC loaned us $1,000,000 under a
secured promissory note bearing interest at 11% per annum on March 15, 2000. The
promissory note became due on March 15, 2001, and began to accrue a late
interest rate of 18% per annum. As of the date of this filing, we are in default
on the principal and interest in the amount of $1,262,524, which indebtedness
exceeds 5% of our total assets. We are currently negotiating with PHI Mutual
Ventures; LC to obtain an extension on the promissory note, however there can be
no assurance that these negotiations will be successful.

On March 16, 2001, we submitted a new filing with the SEC that we subsequently
amended on March 30, 2001. We are registering 17,562,500 shares of common stock.
(See: Item 5 - Market for Common Equity and Related Stockholder Matters).

On March 29, 2001, Worldwide Wireless issued 200,000 shares of common stock for
services valued at $28,000.

On March 31, 2001, Worldwide Wireless issued 553,582 restricted common shares to
Universal Business Insurance, Inc. in consideration of an officer and director
liability insurance policy valued at $77,502. The transaction was exempt from
registration pursuant to 4(2) of the Securities Act of 1933 as a private
offering not involving any public distribution.


                                       21
<PAGE>
On April 1, 2001, Worldwide Wireless issued 1,420,454 shares if common stock for
cash of $118,509 to Whitsend Investments Limited under our Private Equity Line
of Credit.

On April 3, 2001, Worldwide Wireless issued 631,313 shares if common stock for
cash of $46,500 to Whitsend Investments Limited under our Private Equity Line of
Credit.

On April 17, 2001, Worldwide Wireless issued warrants to purchase 250,000 shares
of common stock to Pacific Industrial Partners as part of the settlement
agreement discussed at ITEM 3 - Legal Proceedings.

On May 31, 2001, Worldwide Wireless issued 1,893,940 shares if common stock for
cash of $47,985 to Whitsend Investments Limited under our Private Equity Line of
Credit.

On June 14, 2001, the SEC declared effective our filing (Number 333-57108) in
which we registered 19,804,274 shares of common stock. All proceeds from the
sales of common stock under the SB-2/A will go to the selling stockholders. We
may, however, receive proceeds from the exercise of warrants described in the
SB-2/A, should the holders of the warrants choose to exercise them (which are
solely in the holder's discretion). Of the 19,804,274 shares offered in the
SB-2/A, 16,000,000 may be issuable upon the conversion of the convertible
debentures, 1,000,000 shares are issuable upon the exercise of warrants. (See:
Item 5: Market for Common Equity and Related Stockholder Matters - Use of
Proceeds from SB-2/A, declared effective June 14, 2001.)

On June 21, 2001, Worldwide Wireless issued 800,477 shares of common stock in
exchange for conversion of $18,500 notes payable due Trinity Capital Advisors,
Inc. plus accrued interest of $1,352 for a total consideration of $19,851.

On June 28, 2001, Worldwide Wireless issued 1,119,970 shares of common stock in
exchange for conversion of $18,000 notes payable due AMRO International, S.A.
plus accrued interest of $1,264 for a total consideration of $19,264.

On July 9, 2001, Worldwide Wireless issued 1,515,152 shares if common stock for
cash of $19,185 to Whitsend Investments Limited under our Private Equity Line of
Credit.

On July 9, 2001, Worldwide Wireless issued 1,029,552 shares of common stock in
exchange for conversion of $13,000 notes payable due Trinity Capital Advisors,
Inc plus accrued interest of $1,002 for a total consideration of $14,002.

On July 17, 2001, Worldwide Wireless issued warrants to purchase 250,000 shares
of common stock to Pacific Industrial Partners as part of the settlement
agreement discussed at ITEM 3 - Legal Proceedings.

On July 18, 2001, Worldwide Wireless issued 1,957,008 shares of common stock in
exchange for conversion of $22,500 notes payable due Trinity Capital Advisors,
Inc. plus accrued interest of $1,767 for a total consideration of $24,267.


                                       22
<PAGE>
On July 19, 2001, Worldwide Wireless issued 3,466,666 shares of common stock in
exchange for conversion of $40,000 notes payable due AMRO International, S.A.
plus accrued interest of $2,987 for a total consideration of $42,987.

On July 19, 2001, Worldwide Wireless issued 935,017 shares of common stock in
exchange for conversion of $11,400 notes payable due Trinity Capital Advisors,
Inc. plus accrued interest of $840 for a total consideration of $12,240.

On July 20, 2001, Worldwide Wireless issued 3,467,293 shares of common stock in
exchange for conversion of $40,000 notes payable due AMRO International, S.A.
plus accrued interest of $2,994 for a total consideration of $42,994.

On July 26, 2001, Worldwide Wireless issued 1,242,937 shares of common stock in
exchange for conversion of $14,300 notes payable due Trinity Capital Advisors,
Inc. plus accrued interest of $1,112 for a total consideration of $15,412.

On August 1, 2001, Worldwide Wireless issued 2,272,728 shares if common stock
for cash of $46,500 to Whitsend Investments Limited under our Private Equity
Line of Credit.

On August 6, 2001, Worldwide Wireless issued 55,358 restricted common shares to
Universal Business Insurance, Inc. in additional consideration of an officer and
director liability insurance policy valued issued in March 2001 The additional
consideration was valued at $783. The transaction was exempt from registration
pursuant to 4(2) of the Securities Act of 1933 as a private offering not
involving any public distribution.

On August 6, 2001, Worldwide Wireless issued 2,309,940 shares of common stock in
exchange for conversion of $30,000 notes payable due AMRO International, S.A.
plus accrued interest of $2,339 for a total consideration of $32,339.

On August 9, 2001, Worldwide Wireless issued 2,202,746 shares of common stock in
exchange for conversion of $27,770 notes payable due AMRO International, S.A.
plus accrued interest of $2,187 for a total consideration of $29,957.

On September 17, 2001, Worldwide Wireless issued 1,242,898 shares if common
stock for cash of $32,601 to Whitsend Investments Limited under our Private
Equity Line of Credit.

On October 17, 2001, Worldwide Wireless issued warrants to purchase 250,000
shares of common stock to Pacific Industrial Partners as part of the settlement
agreement discussed at ITEM 3 - Legal Proceedings.

On October 18, 2001, Worldwide Wireless issued 713,050 shares if common stock
for cash of $14,443 to Whitsend Investments Limited under our Private Equity
Line of Credit.

On January 1, 2002 Worldwide Wireless Networks went into default on a series of
secured promissory notes with Esyon Corporation. Beginning on December 28, 2000
through April 2,


                                       23
<PAGE>
2001 Esyon Corporation loaned us a cumulative total of $487,000 under a series
of secured promissory notes bearing interest at 10% per annum. The promissory
notes became due on January 1, 2002. As of January 1, 2002, we are in default on
the principal and interest in the amount of $531,820, which indebtedness exceeds
5% of our total assets. We are currently negotiating with Esyon Corporation to
obtain an extension on the promissory notes; however there can be no assurance
that these negotiations will be successful

On December 28, 2001, the company's attorneys terminated their retainer
agreement due to issues related to fees and non-payment by Worldwide Wireless.
As of January 1, 2002, the company owed approximately $287,000 in past sue fees.
In February 2002, the company signed a promissory note in the amount of $286,972
which requires monthly installments commencing at $1,000 in February 2002 and
increasing each January thereafter. The company defaulted on the first payment
due in March 2002.

As part of its restructuring plan, the company vacated certain office space at
its Orange County headquarters and attempted to sub-lease the space. The company
ceased paying rent in April 2001 and by December 31, 2001 had accrued $63,665 in
liability. In March 2002, the company reached a settlement and executed a
promissory note for $62,210 payable monthly beginning in March 2002 at $1,500
per month with increases every six months The Company was current on this note
until the bankruptcy filing discussed above.

On September 11, 2002, the company filed a petition for protection under Chapter
11 of the United States Bankruptcy code in the US Bankruptcy Court for the
Central District of California. This allows Worldwide Wireless Networks, Inc to
continue to operate while a plan of reorganization is finalized. On October 16,
2002 a motion was filed with court for an emergency sale of the company's assets
to protect their value. The motion was approved on October 16, 2002. The sale
was completed on October 18, 2002. On this date the Company sold all of its
operating assets.

LIQUIDITY AND CAPITAL RESOURCES.
--------------------------------

Since Pacific Link's inception, it has financed its operations primarily through
the private placement of equity securities, loans, leasing arrangements,
cash-flow from operations and the merger completed with Worldwide Wireless in
April 1999. As of December 31, 2002 cash reserves totaled $513,734 with total
current assets of $516,816. The cash reserves are restricted to uses approved by
the U.S. Bankruptcy Trustee.

We have posted operating losses since inception. Our long-term debt was $-0- as
December 31, 2002. Our current liabilities for that same date were $5,726,814 of
which $3,028,583 accounts for the current portion of, our long term liabilities
discussed above, and $ 1,131,437 is attributable to current accounts payable
with $1,110,289 subject to the bankruptcy filing and $21,148 incurred since
filing. We have paid interest rates ranging from 15.5% to 32.5%, or an average
of 21.7%, on such obligations as a new company without a credit history.

As of December 31, 2002, we have no lease commitments. Future minimum principal
payments on notes payable were approximately, $3,028,583 in 2003.


                                       24
<PAGE>
The consolidated cash flows show net cash provided by our operating activities
for the fiscal year ended December 31, 2002 was $49,615. Net cash provided by
operating and investment activities consisted primarily of non-cash charges and
proceeds from the sale of assets. Net cash used by our financing activities was
$82,581 during the same period. Net cash used by financing activities was
principally attributable to payments on notes payable.

Worldwide Wireless' current business plan concentrates on the sale of its
remaining assets and concluding its business affairs.

Whitsend Investments Limited, a British Virgin Islands corporation, entered into
a Private Equity Line of Credit Agreement with us, dated as of June 19, 2000,
for the future issuance and purchase of shares of our common stock. The purpose
of this agreement is to provide Worldwide Wireless with the ability to access
and draw down funds when we need them for working capital, up to the maximum
amount of $20 million, under the conditions specified in the agreement. Under
that agreement, Whitsend Investments Limited has committed to purchase up to the
$20 million worth of shares of our common stock over a three-year period. Once
every 15 trading days we may request a draw of up to $500,000 of that amount. If
we elect to receive any of these funds, we will fix a specific date on which to
calculate the appropriate price to charge Whitsend Investments Limited for our
shares. This price will be calculated using a formula based on the average
trading price of our common stock for the five-day period starting two days
before the calculation date and ending two days after it. Each draw must be for
at least $75,000. Once the relevant average trading price for that period is
calculated, Whitsend Investments Limited receives a discount on the purchase of
our shares equal to twelve percent of this amount During fiscal 2001, we
utilized this line for a total capital investment of $326,339 by issuing
9,689,535 shares of capital stock. This line was not used during 2002 and the
ability to obtain advances terminated with the bankruptcy filling.

Any future securities offerings will be effected in compliance with applicable
exemptions under federal and state laws. The purchasers and manner of issuance
will be determined according to our financial needs and the available
exemptions. After determination of the availability of debt financing we may
elect to offer securities and, accordingly, will determine the type of offering
or the type or number of securities which we will offer at that time. However,
we can not assure that a future securities offering will be successful. We have
no plans to make a public offering of our common stock at this time. We also
note that if we issue more shares of our common stock our shareholders may
experience dilution in the value per share of their common stock.


                                       25
<PAGE>
RESULTS OF OPERATIONS FROM DISCONTINUED OPERATIONS.
---------------------------------------------------

The following table sets forth selected consolidated statements of operating
data as a percentage of total revenues:

<TABLE>
<CAPTION>
                                                 Year Ended

                               Dec 31       Dec 31       Dec 31       Dec 31,      Dec 31,
                                1998         1999         2000         2001         2002
                             -----------  -----------  -----------  -----------  -----------
<S>                          <C>          <C>          <C>          <C>          <C>
Revenues . . . . . . . . . . $  841,841   $1,980,203   $3,351,878   $1,965,924   $1,447,281

AS A PERCENTAGE OF REVENUES
Cost of sales. . . . . . . . $  430,600   $  972,802   $2,292,996   $1,054,623   $  424,533

                                   51.1%        49.1%        68.4%        53.6%        29.3%

Gross profit . . . . . . . . $  411,241   $1,007,401   $1.058,882   $  911,200   $1,022,748

                                   48.9%        50.9%        31.6%        46.4%        70.7%

Operating expenses:
 Selling . . . . . . . . . . $  158,592   $  616,022   $  836,088   $  304,657   $  115,937

                                   18.8%        31.1%        24.9%        15.5%         8.0%

 General and administrative  $  549,987   $2,417,450   $3,990,987   $3,270,704   $1,675,761

                                   65.3%       122.1%       119.1%       166.4%       115.8%

 Total operating expenses. . $  708,579   $3,033,472   $4,827,075   $3,575,361   $1,791,698

                                   84.2%       153.2%       144.0%       181.9%       123.8%

Loss from operations . . . . $  297,338   $2,026,071   $3,768,193   $2,664,060   $  768,950

                                   35.3%       102.3%       112.4%       135.6%        53.1%

Other income (expense), net  $  (32,045)  $  (25,181)  $ (887,179)  $ (974,224)  $  179,210

                                    3.8%         1.3%        25.6%        49.5%        12.4%

Net loss . . . . . . . . . . $  330,183   $2,051,252   $4,655,372   $3,638,284   $  589,740
                                 % 39.2%       103.6%       138.9%       185.1%        40.7%
</TABLE>


                 TWELVE MONTHS ENDED DECEMBER 31, 2002 AND 2001

Revenues from discontinued operations for the period ended December 31, 2002
were $1,447,281 which represented a decrease of $518,643 from $1,965,924 for the
period ended December 31, 2001. The decrease was primarily attributable to
discontinuing our operations as of October 18, 2002.

Cost of sales from discontinued operations for the fiscal year ended December
31, 2002 was $424,533 which represents a decrease of $630,090 from $1,054,623
recorded for the period ended December 31, 2001. The decrease was primarily
attributable to discontinuing operations as of October 18, 2002 as well as
decreased third-party network service expense on a per customer basis and a
decrease in cost of equipment purchased for resale.


                                       26
<PAGE>
Selling expenses from discontinued operations for the fiscal year ended December
31, 2002 were $115,937, which represented a decrease of $188,720 from $304,657
for the period ended December 31, 2001. The decrease was primarily due to the
company discontinuing operations on October 18, 2002 as well as the company
restructuring which commenced in late fiscal 2000 and was completed in 2001
which resulted in a reduction in sales personal and a change in compensation
arrangements.

General and administrative expenses for the 2002 fiscal year were $1,675,761,
which represented a decrease of $1,594,943 from $3,270,704 for fiscal year 2001.
The decrease was primarily due to the company discontinuing operations on
October 18, 2002 as well as the company reorganization, staff reductions, and a
decrease in professional and outside services as expenses related to being a
public company stabilized.

Interest expense consists primarily of interest expense on notes payable and
capital equipment leases. Interest expense for fiscal year 2002 was $290,326
which represented a decrease of $108,975 from interest expense of $399,301 for
fiscal year 2001. The decrease was primarily attributable to the discontinuance
of interest accrual expense on September 11, 2002 due to the filing of a Chapter
11 proceeding in U.S. Bankruptcy Court for the Central District of California on
September 11, 2002.

Our net loss for the fiscal year ended December 31, 2002, totaled $589,740, or
$.01 per share, compared to $3,638,284, or $.13 per share, for the fiscal year
ended December 31, 2001. As discussed above the 2002 period was impacted by the
bankruptcy filing and subsequent sale of assets in the third quarter of 2002 as
well as costs reductions associated with a decreases in the number of personnel,
professional and consulting services, and other costs savings.

FACTORS AFFECTING FUTURE OPERATIONS.
------------------------------------

On September 11, 2002, the company filed a petition with the U.S. Bankruptcy
Court for the Central District of California under Chapter 11 seeking protection
while a plan of reorganization is formulated. On September 17, 2002, the company
signed a definitive agreement with NextWeb, Inc. of Fremont, California for
NextWeb to acquire the operating assets of the company and certain liabilities;
and filed a motion with the Court for an emergency sale of assets. On October
16, 2002, the Court affirmed the sale to NextWeb, Inc. for $550,000. On October
18, 2002, the Company and NextWeb, Inc. executed all necessary documents to
complete the sale with NextWeb, Inc. assuming control at the close of business
on October 18, 2002. The company plans to pursue collection of its remaining
accounts receivable and sell the publicly registered entity known as Worldwide
Wireless Networks, Inc. to maximize value for creditors and stockholders. Upon
completion of these activities, the company will no longer have future
operations in the wireless internet arena.


                                       27
<PAGE>
SEASONAL ASPECTS.
----------------

Our business is not seasonal because the sale of our services is not linked to
seasonal variables.

SUBSEQUENT EVENTS.
------------------

There have been no significant subsequent events since December 31, 2002.

ITEM 7:   FINANCIAL STATEMENTS

The financial statements required by this item are set forth on pages F-1
through F-22

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

We have had no change in, or disagreements with, our principal independent
accountant during our last three fiscal years.

                                    PART III

ITEM 9:   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

CERTAIN DISCUSSIONS FOLLOWING REGARDING THE DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
REFER TO THE OPERATING BUSINESS PRIOR TO BEING DISCONTINUED DUE TO THE SALE OF
ALL THE OPERATIONAL ASSETS TO NEXTWEB, INC. ON OCTOBER 18, 2002.

The names, ages and positions of our directors, executive officers and key
employees as of the date of this filing are set forth below. Biographical
information for each of these persons is also presented below. Our executive
officers are appointed by our Board of Directors and serve at its discretion.

                        DIRECTORS AND EXECUTIVE OFFICERS

Name                                      Age   Position Held
----                                      ---   -------------
Jerry Collazo                              44   President
                                                Chief Financial Officer
                                                Director

Dennis Shen (4)                            37   Chairman of the Board

Jack Tortorice (1)                         54   Chairman of the Board

Vincent (Li-Hsiu) Tsao (2)                 38   Director

Steve Button (3)                           39   Secretary


                                       28
<PAGE>

(1)  Mr. Tortorice resigned as Chairman of the Board of Worldwide Wireless on
     August 2, 2001. Prior to that date he received options to purchase 6,950
     shares of common stock as part of the Employee Stock Option Plan.
(2)  Mr. Tsao resigned as our Director effective July 24, 2001.
(3)  Mr. Button resigned as Secretary effective 10/18/02.
(4)  Mr. Shen resigned as Chairman of the Board 3/1/03.

JACK TORTORICE. Chairman of the Board of Directors from April of 1999 until his
resignation on August 2, 2001, and until January 4, 2001, Chief Executive
Officer and President of WWWN. He served as CEO, Chairman of the Board and a
Director of Pacific Link from October 1997 to May 1999. Prior to joining Pacific
Link, he was General Manager for the sales and marketing division of Frontier
Communications from January 1995 to June 1997. Prior positions include: General
Manager for Sales and Operations of ITT Courier related to computer equipment
sales; Vice President of Sales for Automatic Data Processing selling payroll
outsourcing; and sales positions for Wang Labs and Xerox. Mr. Tortorice
graduated with a Masters in Business Administration from Pepperdine University
in 1989 and received a bachelor's degree in economics from Edinboro University
in Pennsylvania in 1973.

JERRY COLLAZO. Mr. Collazo joined us as our Chief Financial Officer in July
2000, and as of January 4, 2001, he is our President and acting Chief Executive
Officer. Most recently, prior to joining Worldwide Wireless, Mr. Collazo served
from August 1996 to April 1998 as COO of Xtend Micro Products. From August 1995
to July 1996, he served as CFO of Powerwave Technologies (NASDAQ:PWAV), a leader
in wireless telecommunications, helping the company grow to $60 million in
revenues. Prior to that, he served as CFO of Young Minds, Inc. Mr. Collazo has
also served as Director of Finance and Tax for Seagate Technology (NYSE:SEG)
(formerly Archive Corporation), a $400 million revenue company. In addition, he
has served as a manager at Ernst & Young. Mr. Collazo is a CPA, and holds a
Masters in Business Administration from UCLA, a Masters in Business Taxation
from Golden Gate University and a BS in Accounting from Fort Lewis College.

VINCENT (LI-HSIU) TSAO. Mr. Tsao was appointed as a Director of Worldwide
Wireless, Inc. from January 4, 2001 through July 24, 2001 when his resignation
was acceptedHe has served as a Director for Multacom, a private international
telecommunications company, since October 1998 and as Vice President of Asian
Operations since May 2000. Prior to that, Mr. Tsao was the Chief Operating
Officer of Multacom for the period October 1998 through November 1999, and was
the Vice President for Investor Relations from November 1999 to May 2000. Mr.
Tsao worked in the Marketing Department of Tien Fu Securities Investment
Consulting Co. in Taipei, Taiwan, where he was appointed manager in 1990. From
1992 to 1995 he was an officer in the Trust Department of Asia Trust and
Investment Corporation in Taipei, Taiwan. From 1995 until joining Multacom in
1999, Mr. Tsao worked for General Bank as an Assistant Vice President of
Business Development.

DENNIS SHEN. Mr. Shen was appointed as a Director of Worldwide Wireless, Inc. on
February 13, 2001. On August 2, 2001 Mr. Shen was appointed the Chairman of the
Board of Directors. In February 2000, we learned that Mr. Shen had been
convicted in California in 1996 of two counts


                                       29
<PAGE>
involving the receipt or concealment of stolen property, both of which were
dropped to misdemeanor counts and which, it appears, were eventually expunged at
the bench and entered as not guilty pleas. In May, 1992, Mr. Shen was the
founder, President, and Chief Information Officer for Global Pacific, which
later became Pacific Link (which merged with WWWN in April 1999). He was
responsible for network design and implementation and spearheaded the transition
of that company from computer reseller to an Internet service provider in 1995.
Mr. Shen has extensive experience in large-scale wireless network
implementations. He was a feature speaker at World Expo '94 and the Unlicensed
Spectrum-Wireless Internet Access Show. Our management has determined that Mr.
Shen's prior legal issues have not lessened the importance or value of his
contribution to our company in the past, nor shall it be an impediment to his
service as a Director in the future. Susan Shen, the wife of Dennis Shen, serves
as a full-time employee of Worldwide Wireless, and Shen family members have
historically been, and continue to be, significant shareholders of our company.

STEVE BUTTON. Mr. Button joined us as accounting manager in March 1999, and as
of March 14, 2001, he is our Vice President of Finance and Controller. The Board
of Directors appointed Mr. Button as our corporate Secretary on April 23, 2001.
Prior to his employment at Worldwide, Mr. Button founded JS Tex Inc., a textile
distribution services company that began operations in February 1996. He served
as General Manager of JS Tex Inc. through February 1999. From November 1992 to
July 1995, he served as Senior Systems Analyst of Arden Mayfair, Inc, a
diversified conglomerate with operations in the supermarket retail,
telecommunications, and manufacturing industries. Prior to that, he served as a
Senior Associate at Coopers & Lybrand, now known as PriceWaterhouseCoopers. In
1987, Mr. Button received a Bachelor of Science in Accounting from Oral Roberts
University where he attended on a full athletic scholarship.

Compliance with Section 16(a) of the Securities Exchange Act of 1934.
---------------------------------------------------------------------

Section  16(a)  of  the Exchange Act requires Worldwide Wireless's directors and
officers  and  persons  who  beneficially own more than ten percent of Worldwide
Wireless's  common  stock  to  file  with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of common stock
in  Worldwide  Wireless.  Officers,  directors  and  greater-than-ten  percent
shareholders are required by Commission regulation to furnish Worldwide Wireless
with  copies  of  all Section 16(a) reports they filed.  To our knowledge, based
solely  on  our  review  of  the  copies  of reports furnished to us and written
representation that no other reports were required, during the fiscal year ended
December  31,  2001,  these  persons  complied  with  all  Section  16(a) filing
requirements.


                                       30
<PAGE>
ITEM 10:   EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                        ----------------------------------
                                                               Long Term Compensation
                                                        ----------------------------------
                           Annual Compensation                  Awards            Payouts
                     ---------------------------------------------------------------------
(a)            (b)      (c)         (d)        (e)          (f)          (g)        (h)        (i)

                                              Other     Restricted   Securities
Name and                                      Annual       Stock     Underlying             All Other
Principal                                    Compen-     Award(s)     Options/     LTIP     Compen-
Position      Year   Salary ($)  Bonus ($)  sation ($)      ($)       SARs (#)    Payouts   sation ($)
------------------------------------------------------------------------------------------------------
<S>           <C>    <C>         <C>        <C>         <C>          <C>          <C>       <C>

JERRY          2002     122,000  N/A        N/A         N/A          N/A          N/A       N/A
COLLAZO        2001     130,000  N/A        N/A         N/A          300,000      N/A       N/A
               2000     130,000  N/A        N/A         N/A          N/A          N/A       N/A
               1999     N/A
VINCENT        2002     N/A      N/A        N/A         N/A          N/A          N/A       N/A
TSAO           2001     N/A      N/A        N/A         N/A          N/A          N/A       N/A
               2000     N/A      N/A        N/A         N/A          N/A          N/A       N/A
               1999     N/A
STEVE          2002     56,800   N/A        N/A         N/A          N/A          N/A       N/A
BUTTON         2001     72,000   N/A        N/A         N/A          23,103       N/A       N/A
               2000     52,000   N/A        N/A         N/A          39,500       N/A       N/A
               1999     25,000
DENNIS SHEN    2002     N/A      N/A        N/A         N/A          N/A          N/A       N/A
               2001     N/A      N/A        N/A         N/A          N/A          N/A       6,000
               2000     72,000   N/A        N/A         N/A          N/A          4,500     6,000
               1999     72,000
JACK           2002     N/A      N/A        N/A         N/A          N/A          N/A       N/A
TORTORICE      2001     N/A      N/A        N/A         N/A          N/A          N/A       6,000
               2000     150,000  N/A        N/A         N/A          N/A          4,500     6,000
               1999     98,000
</TABLE>

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

CERTAIN DISCUSSIONS FOLLOWING REGARDING SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT REFER TO THE OPERATING BUSINESS PRIOR TO BEING
DISCONTINUED DUE TO THE SALE OF ALL THE OPERATIONAL ASSETS TO NEXTWEB, INC. ON
OCTOBER 18, 2002.

The percentage of beneficial ownership is based on 43,555,358 shares of common
stock outstanding as of March 28, 2002.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
     (1)                          (2)                           (3)              (4)
TITLE OF CLASS      NAME AND ADDRESS OF BENEFICIAL       AMOUNT AND NATURE     PERCENT
                                 OWNER                  OF BENEFICIAL OWNER   OF CLASS
---------------------------------------------------------------------------------------
<S>              <C>                                    <C>                   <C>
Common Stock     Dennis Shen (Director)                          2,398,5001       5.50%
                 And Susan Shen
                 770 The City Drive South, Suite 3700
---------------------------------------------------------------------------------------


                                       31
<PAGE>
---------------------------------------------------------------------------------------
                 Orange, California 92868
---------------------------------------------------------------------------------------
Common Stock     Ming-Chau Yeung                                    688,000       1.60%
                                     9 Red Coat Place
                 Irvine, California 92602
                 -------------------------------------
</TABLE>

(1)  Dennis Shen is the record owner of 500,000 shares and options to purchase
     4,500 shares; he and Susan Shen jointly own 1,606,000 shares, and they
     share voting and investment power over 688,000 shares held by Susan's
     mother, Ming-Chau Yeung.

DISPUTED BENEFICIAL OWNERSHIP

On March 28, 2000, we filed a lawsuit in Orange County, California Superior
Court - Central Justice Center, against one of our former consultants, DFL
Capital Partners, LLC, and our former legal counsel, alleging, among other
things, fraud and malpractice. The dispute arose out of an Option Agreement we
entered into in 1998 whereby DFL provided certain consulting services in
exchange for options to purchase common stock of Worldwide Wireless. We retained
legal counsel recommended to us by DFL, but we were never advised that the
partner of the law firm who represented us specifically was, at the same time,
also the managing member of DFL Capital Partners, LLC. As a result of this
undisclosed conflict of interest, we believe that the agreement which the law
firm counseled us to sign did not adequately protect us in terms of the services
which we understood we were supposed to receive and the number of stock options
which DFL was to receive as compensation for these services. We subsequently
dismissed the lawsuit.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Dennis Shen served as Director from April 1, 1999 to February 2000, and was
re-appointed as Director on February 13, 2001. Mr. Shen was appointed Chairman
of the Board of Directors on August 2, 2001. From the period between October
2000 and February 2001, he provided services to Worldwide Wireless under the
terms of a consulting agreement for which he received total cash compensation of
$32,662.

On August 4, 2000, we entered into an employment agreement with Mr. Collazo to
serve as the Chief Financial Officer for an initial term of three years,
terminating on July 17, 2003. Mr. Collazo was appointed President and acting
Chief Executive Officer on January 4, 2001 and was appointed to Director on July
20, 2001. The agreement automatically renews for one year successive terms after
the initial term. Mr. Collazo receives a salary of $130,000 per year and may
receive a yearly bonus up to 35% of his base salary. He received an option to
purchase 300,000 shares of stock at $3.00 per share vesting ratably over a
period of two years. He will also be reimbursed for expenses incurred on our
behalf. Mr. Collazo or Worldwide Wireless may terminate the agreement by giving
30 days notice.


                                       32
<PAGE>

ITEM  13:  EXHIBITS  AND  REPORTS  ON  FORM  8-K
<TABLE>
<CAPTION>



EXHIBIT
 NUMBER   DESCRIPTION_____________
--------  ----------------------------------------------------------------------------------------------
<C>       <S>


    1.1   N/A

  2.1(3)  Agreement and Plan of Merger, dated March 31, 1999, between Worldwide Wireless and
          Pacific Link Internet, Inc.

  2.2(3)  Articles of Merger, dated April 9, 1999, between Worldwide Wireless and Pacific Link
          Internet, Inc.

  2.3(3)  Acquisition Agreement and Plan of Merger, dated February 10, 2000, between Worldwide
          Wireless and Tarrab Capital Group, Inc.

  2.4(3)  Certificate of Merger, dated February 10, 2000, between Worldwide Wireless and Tarrab
          Capital Group, Inc.

  2.5(3)  Letter of Intent dated May 8, 2000 between Worldwide Wireless and 1st Universe Internet

  3.1(3)  Articles of Incorporation of Second Investors Group, Inc. dated June 10, 1992

  3.2(3)  Certificate of Amendment to Articles of Incorporation of Second Investors Group, Inc. filed
          June 19, 1998

  3.3(3)  Certificate of Amendment to Articles of Incorporation of Progressive Environmental
          Recovery Corporation dated January 29, 1999

  3.4(3)  Amended and Restated Bylaws of Worldwide Wireless Networks, Inc., dated September 14,
          1999

  4.1(3)  Form of Stock Purchase Warrant Agreement

  4.2(3)  Form of 7% Convertible Debenture

    5.1   N/A

    6.1   N/A

    7.1   N/A

    8.1   N/A


                                       33
<PAGE>
    9.1   N/A

 10.1(3)  Lease Agreement, dated March 30, 1999, between Worldwide Wireless and NL-Orange, LP

 10.2(3)  Agreement, dated May 20, 1999, between Bridge Technology, Inc. and Worldwide Wireless

 10.3(3)  Consultant Agreement, dated June 1, 1999, between Worldwide Wireless and Columbia
          Financial Group

 10.4(3)  Employment Agreement, dated 1997, between Worldwide Wireless and Dennis Shen

 10.5(3)  Microwave radio status license, call sign WP0T648, dated July 7, 1999, between Worldwide
          Wireless and the FCC

 10.6(3)  Microwave radio status license call sign WP0T649, dated July 7, 1999, between Worldwide
          Wireless and the FCC

 10.7(3)  Purchase Agreement, dated October 27, 1999, between Adaptive Broadband Corporation
          and Worldwide Wireless

 10.8(3)  Private Equity Line of Credit Agreement date June 19, 2000, between
          Worldwide Wireless and Whitsend Investments Limited

 10.9(3)  REGISTRATION RIGHTS AGREEMENT, DATED JUNE 19, 2000, BETWEEN WORLDWIDE WIRELESS AND
          Whitsend Investments Limited

10.10(3)  Convertible Debenture and Warrants Purchase Agreement, dated June 30, 2000, between
          Worldwide Wireless and AMRO International, S.A. and Trinity Capital Advisors, Inc.

10.11(3)  Registration Rights Agreement dated June 30, 2000, between Worldwide Wireless and
          AMRO International, S.A. and Trinity Capital Advisors, Inc.

10.12(4)  Employment Agreement with Charles Bream dated January 1, 2000

10.13(4)  Consultant Agreement, dated July 12, 2000, between Worldwide Wireless and Columbia
          Financial Group

10.14(4)  Consultant Agreement, dated November 2000, between Worldwide Wireless and Columbia
          Financial Group


                                       34
<PAGE>
10.15(6)  Settlement Agreement, dated January 25, 2001, between Worldwide Wireless and Sinclair
          Davis Trading Corporation.

 10.16*   Stock Option Agreement, dated October 5, 2000, between Worldwide Wireless and
          Charles C. Bream (Previously misfiled on Form 8-K filed on October 31, 2000 as Exhibit 99.1)

 10.17*   Performance Stock Option Agreement, dated October 5, 2000, between Worldwide
          Wireless and Charles C. Bream (Previously misfiled on Form 8-K filed on
          October 31, 2000 as Exhibit 99.2)

 10.18*   Employment Agreement, dated August 4, 2000, between Worldwide Wireless and Jerry Collazo

   11.1   N/A

   12.1   N/A

   13.1   N/A

   14.1   N/A

   15.1   N/A

   16.1   N/A

 17.1(2)  Letter Regarding Director Resignation

  17.2*   Letter Regarding Secretary Resignation

  17.3*   Letter Regarding Chairman Resignation

   18.1   N/A

   19.1   N/A

   20.1   N/A

 21.1(2)  Subsidiaries of the Registrant

   22.1   N/A

   23.1   Consent of Independent Public Accountants March 28, 2001, for year-end financial statements

   27.1   N/A


                                       35
<PAGE>
 99.1(1)  Press release dated May 8, 2000 by Worldwide Wireless and announcing the purchase
          of the assets of 1st Universe Internet

 99.2(3)  Resolution of the Board of Directors of Worldwide Wireless dated July 19, 2000 authorizing
          the issuance of shares to Technology Equity Fund Corporation

 99.3(3)  Resolution of the Board of Directors of Worldwide Wireless dated May 15, 2000
          authorizing the issuance of shares to The Oxford Group

 99.4(3)  Resolution of the Board of Directors of Worldwide Wireless dated June 1, 2000
          authorizing the issuance of shares to Schumann & Associates

 99.5(5)  Resolution of the Board of Directors of Worldwide Wireless dated October 18, 2000
          authorizing the amendment of the Warrant Agreements with Columbia Financial
          Group, Inc. to amend the exercise price of the warrants

  99.6*   Certification of Chief Executive Officer and Chief Financial Officer Pursuant to
          18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  99.7*   Voluntary Petition for Reorganization under Chapter 11 of the U. S. Bankruptcy
          Code Filed September 11, 2002 in U.S. Bankruptcy Court for the Central District of California

  99.8*   Order of the U.S. Bankruptcy  Judge authorizing sale of assets

 99.9 *   Acquired Asset Agreement with NextWeb, Inc dated October 18, 2002

<FN>
     *    Filed  herewith
     1    As  previously  filed  with  the  Form  8-K  on  May  12,  2000
     2    As  previously  filed  with  the  Form  8-K  on  October  31,  2000
     3    As  previously  filed  with  the  Form  SB-2/A  on  November  21, 2000
     4    As  previously  filed  with  the  Form  SB-2/A  on  January  5,  2001
     5    As  previously  filed  with  the  SB-2/A  on  February  9,  2001
     6    As  previously  filed  with  the  Form  SB-2/A  on  March  16,  2001
</TABLE>


                                       36
<PAGE>






                        WORLDWIDE WIRELESS NETWORKS, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001







                                       37
<PAGE>
<TABLE>
<CAPTION>

                                 C O N T E N T S


<S>                                              <C>
Auditor's Report. . . . . . . . . . . . . . . .   3

Consolidated Balance Sheets . . . . . . . . . .   4

Consolidated Statements of Operations . . . . .   6

Consolidated Statements of Stockholders' Equity   7

Consolidated Statements of Cash Flows . . . . .   9

Notes to the Consolidated Financial Statements.  11
</TABLE>


                                       38
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


To  the  Board  of  Directors  and  Stockholders
of  Worldwide  Wireless  Networks,  Inc.

We  have  audited  the  accompanying  consolidated  balance  sheets of Worldwide
Wireless  Networks,  Inc.  as  of  December  31,  2002  and 2001 and the related
consolidated  statements  of operations, stockholders' equity and cash flows for
the  years then ended.  These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
consolidated  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An  audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as  evaluating  the  overall  consolidated financial statement presentation.  We
believe  that  our  audits  provide  a  reasonable  basis  for  our  opinion

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
Worldwide  Wireless  Networks,  Inc.  as  of  December 31, 2002 and 2001 and the
results  of its operations and cash flows for the years then ended in conformity
with  accounting  principles generally accepted in the United States of America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company will continue as a going concern.  As discussed in Note 10 to
the financial statements, the Company filed Chapter 11 under the U.S. Bankruptcy
Code,  sold  their  operations and is dependent on a future buyer for the public
shell  to  continue operations.  These factors raise substantial doubt about the
ability  to  continue as a going concern.  Management's plans in regard to these
matters  are also described in Note 10.  The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.



Chisholm  &  Associates
North  Salt  Lake,  Utah
February  7,  2003


                                       39
<PAGE>
<TABLE>
<CAPTION>
                          WORLDWIDE WIRELESS NETWORKS, INC.
                             Consolidated Balance Sheets


                                       ASSETS
                                       ------



                                                                  December 31
                                                              ----------------------
                                                                2002        2001
                                                              --------  ------------
<S>                                                           <C>       <C>
CURRENT ASSETS

  Cash and cash equivalents                                          -       52,383
  Restricted cash                                               13,734            -
  Accounts receivable (net of allowance for
      doubtful accounts of $-0- and $7,500, respectively)        3,082       57,457
  Inventory                                                          -       88,932
  Prepaid expense                                                    -       40,569
                                                              --------  ------------

  Total Current Assets                                         516,816      239,341
                                                              --------  ------------

PROPERTY AND EQUIPMENT

  Office equipment                                                   -      193,981
  Leased equipment                                                   -      115,165
  Machinery equipment                                                -    1,833,344
                                                              --------  ------------
                                                                     -    2,142,490

  Less:
    Accumulated depreciation - leased equipment                      -      (74,778)
    Accumulated depreciation                                         -   (1,725,437)
                                                              --------  ------------

      Total Property and Equipment                                   -      342,275
                                                              --------  ------------

OTHER ASSETS

  Investments available for sale                                     -      150,000
  Deferred charges                                                   -            -
  Deposits                                                       2,515       43,023
                                                              --------  ------------

    Total Other Assets                                           2,515      193,023
                                                              --------  ------------

      TOTAL ASSETS                                            $519,331  $   774,639
                                                              ========  ============

<FN>
        The accompanying notes are an integral part of these financials
</TABLE>


                                       40
<PAGE>
<TABLE>
<CAPTION>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                    Consolidated Balance Sheets (Continued)


LIABILITIES  AND  STOCKHOLDERS'  EQUITY
---------------------------------------


                                                                    December 31,
                                                            ----------------------------
                                                                2002           2001
                                                            -------------  -------------
<S>                                                         <C>            <C>
CURRENT LIABILITIES

  Accounts payable                                          $  1,131,437   $  1,284,859
  Accrued expenses                                             1,516,490      1,182,437
  Lines of credit                                                 50,304         52,299
  Unearned revenue                                                     -         67,801
  Current portion of long-term liabilities                     3,028,583      2,201,456
                                                            -------------  -------------
  Total Current Liabilities                                    5,726,814      4,788,852
                                                            -------------  -------------

LONG-TERM LIABILITIES

  Notes payable                                                2,352,053      2,111,497
  Notes payable - related party                                   73,000         75,000
  Convertible debentures                                         603,530        603,530
  Capital lease obligations                                            -         14,959
 Less current portion                                         (3,028,583)    (2,201,456)
                                                            -------------  -------------

    Total Long-Term Liabilities                                        -        603,530
                                                            -------------  -------------

    TOTAL LIABILITIES                                                  -      5,392,382
                                                            -------------  -------------

STOCKHOLDERS' EQUITY

  Common stock, 50,000,000 shares of $0.001 par value
    authorized, 43,555,358 shares issued and outstanding          43,556         43,556
  Additional paid-in capital                                   6,167,285      6,167,285
  Retained earnings                                          (11,418,324)   (10,828,584)
                                                            -------------  -------------

    Total Stockholders' Equity                                (5,207,483)    (4,617,743)
                                                            -------------  -------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $    519,331   $    774,639
                                                            =============  =============

<FN>
        The accompanying notes are an integral part of these financials
</TABLE>


                                       41
<PAGE>
<TABLE>
<CAPTION>
                            WORLDWIDE WIRELESS NETWORKS, INC.
                          Consolidated Statements of Operations



                                                                 For the years Ended
                                                                      December31,
                                                              --------------------------
                                                                  2002          2001
                                                              ------------  ------------
<S>                                                           <C>           <C>
REVENUES                                                      $         -   $         -

COST OF SALES                                                           -             -
                                                              ------------  ------------

GROSS PROFIT                                                            -             -
                                                              ------------  ------------

SELLING EXPENSES                                                        -             -

GENERAL AND ADMINISTRATIVE EXPENSES                                     -             -
                                                              ------------  ------------

TOTAL OPERATING EXPENSES                                                -             -
                                                              ------------  ------------

OTHER INCOME AND (EXPENSES)                                             -             -
                                                              ------------  ------------

NET INCOME (LOSS) FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                                                   -             -
                                                              ------------  ------------

INCOME TAXES                                                            -             -

DISCONTINUED OPERATIONS

Gain (loss) from discontinued operations (net of income tax    (1,043,819)   (3,638,284)
  benefit of $0)
Gain (loss) from disposal (net of income tax payable of $0)       454,079             -
                                                              ------------  ------------

    Total Gain (Loss) from Discontinued Operations               (589,740)   (3,638,284)

NET INCOME (LOSS)                                             $  (589,740)   (3,638,284)
                                                              ============  ============

NET INCOME (LOSS) PER SHARE                                   $     (0.01)  $     (0.13)
                                                              ============  ============

WEIGHTED AVERAGE OUTSTANDING SHARES                            43,555,358    28,203,640
                                                              ============  ============

<FN>
        The accompanying notes are an integral part of these financials
</TABLE>


                                       42
<PAGE>
<TABLE>
<CAPTION>
                                 WORLDWIDE WIRELESS NETWORKS, INC.
                          Consolidated Statements of Stockholders' Equity
                                    December 31, 2002 and 2001


                                       Common Stock     Additional     Retained      Accumulated
                                  --------------------    Paid-In      Earnings     Comprehensive
                                    Shares     Amount     Capital     (Deficit)     Income (Loss)
                                  -----------  -------  -----------  ------------  ---------------
<S>                               <C>          <C>      <C>          <C>           <C>

Balance, December 31, 2000        $12,844,060   12,844  $ 5,280,633  $(7,190,300)  $     (400,000)

January 2001 - stock issued for
  services at $0.25 per share         262,500      263       65,362            -                -

February 2001 - stock issued for
  debt at $0.19 per share             277,391      277       52,981            -                -

February 2001 - stock issued for
  debt at $0.17 per share             118,686      119       19,916            -                -

February 2001 - stock issued for
  debt at $0.11 per share             479,217      479       51,276            -                -

March 2001 - stock issued for
  debt at $0.08 per share             543,423      543       41,409            -                -

March 2001 - stock issued for
  services at $0.14 per share         200,000      200       27,800            -                -

March 2001 - stock issued for
  services at $0.14 per share         553,582      554       76,948            -                -

April 2001 - stock issued for
  equity line at $0.09 per share    1,420,454    1,420      117,089            -                -

April 2001 - stock issued for
  equity line at $0.08 per share      631,313      631       45,869            -                -

May 2001 - stock issued for
  equity line at $0.03 per share    1,893,940    1,894       46,091            -                -
                                  -----------  -------  -----------  ------------  ---------------

Balance Forward                    19,224,566  $19,224  $ 5,825,374  $(7,190,300)  $     (400,000)
                                  -----------  -------  -----------  ------------  ---------------

<FN>
        The accompanying notes are an integral part of these financials
</TABLE>


                                       43
<PAGE>
<TABLE>
<CAPTION>
                                       WORLDWIDE WIRELESS NETWORKS, INC.
                          Consolidated Statements of Stockholders' Equity (Continued)
                                           December 31, 2002 and 2001


                                           Common Stock        Additional       Retained      Accumulated
                                     -----------------------     Paid-In        Earnings     Comprehensive
                                        Shares      Amount       Capital        (Deficit)     Income (Loss)
                                     ------------  ---------  -------------  ---------------  --------------
<S>                                  <C>           <C>        <C>            <C>              <C>
Balance Forward                        19,224,566  $  19,224  $  5,825,374   $   (7,190,300)  $    (400,000)

June 2001 - stock issued for debt
 at $0.02 per share                     1,119,970      1,120        18,144                -               -

June 2001 - SEC fees                            -          -          (583)               -               -

July 2001 - stock issued for equity
 line at $0.01 per share                1,515,152      1,515        17,670                -               -

June 2001 - stock issued for debt
 at $0.01 per share                     1,029,552      1,030        12,972                -               -

June 2001 - stock issued for debt
 at $0.03 per share                       800,477        800        19,051                -               -

July 2001 - stock issued for debt
 at $0.01 per share                    11,068,921     11,069       126,831                -               -

August 2001 - stock issued for
 debt at $0.02 per share                2,272,728      2,273        44,227                -               -

August 2001 - stock issued for
 debt at $0.01 per share                2,309,940      2,310        30,029                -               -

August 2001 - stock issued for
 services at $0.01 per share               55,358         56           727                -               -

August 2001 - stock issued for
 debt at $0.01 per share                2,202,745      2,203        27,755                -               -

September 2001 - stock issued
 for debt at $0.03 per share            1,242,898      1,243        31,358                -               -

October 2001 - stock issued for
 equity lien at $0.02 per share           713,050        713        13,730                -               -

Realized loss for the year ended
 December 31, 2001                              -          -             -                -         400,000

Net loss for the year ended
 December 31, 2001                              -          -             -       (3,638,284)              -
                                     ------------  ---------  -------------  ---------------  --------------

Balance, December 31, 2001             43,555,358     43,556     6,167,285      (10,828,584)              -

Net loss for the year ended
December 31, 2002                               -          -             -         (589,740)              -
                                     ------------  ---------  -------------  ---------------  --------------
Balance, December 31, 2002             43,555,358  $  43,556  $  6,167,285   $  (11,418,324)  $           -
                                     ============  =========  =============  ===============  ==============

<FN>
        The accompanying notes are an integral part of these financials
</TABLE>


                                       44
<PAGE>
<TABLE>
<CAPTION>
                              WORLDWIDE WIRELESS NETWORKS, INC.
                            Consolidated Statements of Cash Flows



                                                                  For the Years Ended
                                                                      December 31,
                                                          -----------------------------------
                                                                  2002               2001
                                                          ---------------------  ------------
<S>                                                       <C>                    <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss) from continued operations             $                  -   $         -
  Net income (loss) from discontinued operations                      (589,740)   (3,638,284)
  Adjustments to reconcile net income (loss) to net cash
    provided (used) in discontinued activities:
    Depreciation and amortization                                      305,523     1,013,071
    Bad debt                                                            (7,500)       (7,500)
    Loss on investment                                                 105,000       550,000
    Stock and warrants issued for services                                   -       171,901
    Loss on disposal of asset                                         (497,659)        5,385
    Note issued for legal settlement                                         -        45,000
    Shares issued for interest                                               -        23,844
    Deposits                                                            29,154             -
  (Increase) decrease in current assets:
    Accounts receivable                                                 61,875       213,840
    Employee advance                                                         -         7,500
        Prepaid expenses                                                40,569        (1,568)
    Deferred charges                                                         -         2,858
    Inventory                                                           48,668     2,123,090
  Increase (decrease) in current liabilities:
    Accounts payable and accrued expenses                              529,816      (960,673)
    Unearned revenue                                                    23,909       (22,724)
                                                          ---------------------  ------------

      Net Cash Provided (Used) by Discontinued
        Operating Activities                                            49,615      (474,260)
                                                          ---------------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of property and equipment                                 (55,683)     (207,225)
    Cash for deposits                                                        -         9,398
    Proceeds from sale of assets                                       550,000         2,150
                                                          ---------------------  ------------

        Net Cash Provided (Used) by Investing Activities               494,317      (195,677)
                                                          ---------------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Cash paid on line of credit                                           (1,995)      (17,540)
  Cash from sale of stock                                                    -       326,339
  Cash received from debt financing                                      5,000       440,750
  Principal payments on long-term debt                                 (85,586)     (147,373)
  Cash paid for registration fees                                            -        (1,185)
                                                          ---------------------  ------------

      Net Cash Provided (Used) by Financing Activities    $            (82,581)  $   600,991
                                                          ---------------------  ------------

<FN>
        The accompanying notes are an integral part of these financials
</TABLE>

                                       45
<PAGE>
<TABLE>
<CAPTION>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                Consolidated Statements of Cash Flows (Continued)



                                                      For the Years Ended
                                                          December 31,
                                               -------------------------------
                                                       2002            2001
                                               --------------------  ---------
<S>                                            <C>                   <C>
INCREASE (DECREASE) IN CASH                    $            461,351  $(68,946)

CASH AND CASH EQUIVALENTS AT BEGINNING
 OF PERIOD                                                   52,383   121,329
                                               --------------------  ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD     $            513,734  $ 52,383
                                               ====================  =========


SUPPLEMENTAL CASH FLOW INFORMATION:

  Cash paid for interest                       $                  -  $ 50,479
  Cash paid for income taxes                   $                  -  $  3,843

Non-cash financing transaction:

  Stock and warrants issued for services       $                  -  $171,901
  Stock issued for investment                  $                  -  $      -
  Stock issued for notes payable               $                  -  $396,470
  Stock canceled for convertible debentures    $                  -  $      -
  Stock issued for interest                    $                  -  $ 23,844
  Accounts payable converted to notes payable  $            349,182  $      -
  Investment exchanged as payment
    for note payable                           $             45,000  $      -

<FN>
        The accompanying notes are an integral part of these financials
</TABLE>


                                       46
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2002 and 2001


NOTE  1  -     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     a.  Organization

     The  audited financial statements presented for December 31, 2002 and 2001,
     are  those  of  Worldwide  Wireless  Networks,  Inc. (formerly Pacific Link
     Internet,  Inc.)  (The  "Company").  The Company was incorporated under the
     laws  of  the State of California on September 22, 1997, however operations
     began  on  August 1, 1997. The Company provides wireless internet access to
     business and individuals. The Company's headquarters are located in Orange,
     California.

     On April 1, 1999, the Company merged with Worldwide Wireless Networks, Inc.
     (Worldwide)  a  public  company with no operations, and assumed the name of
     Worldwide  Wireless  Networks,  Inc.  Pursuant  to  the  merger,  Pacific
     Link(Pacific),  a private company, ceased to exist and Worldwide became the
     surviving  corporation.  Worldwide  was organized in the State of Nevada on
     June  10,  1992. Worldwide raised $1,000,000 in anticipation of the merger,
     and  provided  this  as  the only asset to the newly combined organization.

     Pursuant  to  the  merger,  Worldwide issued 7,000,000 shares of its common
     stock  to  the shareholders of Pacific in exchange for all of the shares of
     Pacific,  thus  making  it  a  wholly  owned  subsidiary  of Worldwide. The
     agreement  provided  for  the  acquisition  to  be  treated  as  a  reverse
     acquisition,  thus  making  Pacific  the  accounting  survivor. Because the
     historical financial information in these financial statements prior to the
     reverse acquisition is that of the accounting acquirer (Pacific), a forward
     stock  split  of 14 to 1 has been retroactively applied to show the effects
     of  the  7,000,000  share  issuance  as  though  it  happened ratably since
     inception  of  Pacific.  The  management  of  Worldwide  resigned  and  the
     management  and  board  of  Pacific  filled  the  vacancy.

     On  February 10, 2000, the Company issued 5,000 shares of restricted common
     stock valued at $20,000 for all of the outstanding shares of Tarrab Capital
     Group  (TCG),  a  Nevada Corporation. At the date of the merger, TCG had no
     assets  and  no  revenues  or  operations  and  ceased  to  exist.

     On  September  11,  2002, the Company filed a petition for protection under
     Chapter  11  of  the  United  States Bankruptcy code in the U.S. Bankruptcy
     Court  for  the  Central District of California. The liabilities subject to
     the  bankruptcy  petition  include  accounts  payable  of  approximately
     $1,131,000,  accrued  expenses  of  approximately  $1,516,000  and lines of
     credit  and  notes  payable  of  approximately  3,078,000.

     On September 17, 2002, the Company filed a motion with the bankruptcy court
     to  have an emergency sale of assets. On this same date, the Company signed
     a  definitive  agreement  to sell all of their operating assets to NextWeb,
     Inc.  of  Fremont,  California. On October 16, 2002, the Court affirmed the
     sale  of  the Company's operating assets to NextWeb, Inc. for $550,000 plus
     assumption of the customer deposits liability of approximately $92,293. The
     $550,000  of  cash  received  was  restricted and will be used to pay court
     approved  expenses  incurred  during the reorganization period. After these
     expenses  are  paid,  the  remaining  cash will be distributed in the final
     settlement with creditors. At December 31, 2002, the Company had restricted
     cash  of  $513,734  and  no  operations.


                                       47
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2002 and 2001


NOTE  1  -     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     b.  Recognition  of  Revenue,  Deferred  Charges,  Unearned  Revenue

     The  Company  recognizes  income  and  expense  on  the  accrual  basis  of
     accounting.  When  the  Company entered into a lease contract, the customer
     was  required to pay a set up fee and first and last month's rent. Revenues
     were  recognized  for  the  set  up  fees  and  first month's rent when the
     customer  begins service. At the expiration of the lease, last month's rent
     is  recognized  as  revenue.

     c.  Earnings  (Loss)  Per  Share

     The  computation  of  earnings  per  share  of common stock is based on the
     weighted  average number of shares outstanding at the date of the financial
     statements.  Fully  diluted  earnings  per  share  has  not been presented,
     because  the  earnings  per  share  is  the  same. Outstanding warrants and
     employee  stock  options have been eliminated in the fully diluted earnings
     per  share  due  to  their  anti-dilutive  effect.

<TABLE>
<CAPTION>
                            Income (Loss)      Shares      Per Share
                             (Numerator)    (Denominator)    Amount
                            --------------  -------------  ----------
<S>                         <C>             <C>            <C>         <C>

     For the year ended
      December 31, 2002
       Basic EPS
       Income (loss) to
       common shareholders  $    (589,740)     43,555,358  $           (0.01)
                            ==============  =============  ==========  ======

     For the year ended
      December 31, 2001
       Basic EPS
       Income (loss to
       common shareholders  $  (3,638,284)     28,203,640  $           (0.13)
                            ==============  =============  ==========  ======
</TABLE>

     d.  Provisions  for  Income  Taxes

     No  provision  for income taxes has been recorded due to net operating loss
     carryforwards  totaling  approximately  $11,418,000  that  will  be  offset
     against  future  taxable income. These NOL carryforwards begin to expire in
     the year 2013. No tax benefit has been reported in the financial statements
     because  the  Company  has  yet  to  generate  taxable  income.

     Deferred tax assets and the valuation account is as follows at December 31,
     2002  and  2001:

<TABLE>
<CAPTION>
      Deferred tax asset:       2002          2001
                            ------------  ------------
<S>                        <C>           <C>

       NOL carryforward     $ 3,882,980   $ 3,672,000
       Valuation allowance   (3,882,980)   (3,672,000)
                            ------------  ------------
       Total                $         -   $         -
                            ============  ============
</TABLE>


                                       48
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2002 and 2001


NOTE  1  -     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     e.  Cash  and  Cash  Equivalents

     The  Company  considers  all  highly  liquid investments with maturities of
     three  months  or  less  to  be  cash  equivalents.

     f.  Property  and  Equipment

     Expenditures  for  property and equipment and for renewals and betterments,
     which  extend  the  originally estimated economic life of assets or convert
     the  assets  to  a  new  use,  are  capitalized  at  cost. Expenditures for
     maintenance,  repairs  and  other renewals of items are charged to expense.
     When  items  are  disposed  of,  the  cost and accumulated depreciation are
     eliminated  from  the  accounts,  and  any  gain or loss is included in the
     results  of  operations.  Assets  are  reviewed  by management annually for
     impairment  and are written down to fair market value if impairment exists.

     The provision for depreciation is calculated using the straight-line method
     over  the  estimated useful lives of the assets. Useful lives of assets are
     as  follows:  Computer  and  wireless  network  equipment  -  2  years; DSL
     equipment  - 1 year; Furniture and fixtures - 7 years; Office equipment - 5
     years.  Depreciation expense for the years ended December 31, 2002 and 2001
     is  $305,523  and  $1,013,071,  respectively.

     g.  Investments  Available  for  Sale

     Management  determines  the appropriate classification of marketable equity
     Security  investments  at  the  time  of  purchase  and  reevaluates  such
     designation  as  of  each  balance  sheet date. Unrestricted and restricted
     marketable  equity  securities  have been classified as available for sale.
     Available  for  sale  securities  are  carried  at  fair  value,  with  the
     unrealized  gains  and  losses,  net  of  tax,  reported as a net amount in
     accumulated comprehensive income. Realized gains and losses and declines in
     value  judged  to  be other-than-temporary on available for sale securities
     are  included in investment income. The cost of securities sold is based on
     the  specific  identification  method. Interest and dividends on securities
     classified  as  available  for  sale  are  included  in  investment income.

     The  following  is  a  summary  of  available for sale equity securities at
     December  31,  2002  and  2001:

<TABLE>
<CAPTION>
                                          Gross        Gross      Estimated
                                       Unrealized   Unrealized   Fair Market
                            Cost          Gain        Losses        Value
                        -----------  -----------  ------------  ------------
<S>                     <C>          <C>          <C>           <C>  <C>
     December 31, 2002  $         -  $         -  $          -  $         -

     December 31, 2001  $ 1,200,000  $         -  $  1,050,000  $ 1  50,000
</TABLE>

     During  2002,  the  Company  exchanged  all  of  the  available  for  sale
     investments  for  a $45,000 note payable. The Company has recognized a loss
     on  the  exchange  of  $105,000.

     During  2001,  management  determined  that the decrease in the fair market
     value  was  permanent.  A  $550,000  loss was recognized on the investment.


                                       49
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2002 and 2001


NOTE  2  -     RELATED  PARTY  TRANSACTIONS

     During  2000,  the  Company  received $75,000 from a shareholder for a note
     payable.  During  2002,  the  Company  paid  $2,000. The balance payable at
     December  31,  2002  and  2001  is  $73,000  and  $75,000,  respectively.

NOTE  3  -     LONG-TERM  LIABILITIES

     Long-term  liabilities  are  detailed  in  the  following  schedules  as of
     December  31,  2002  and  2001:

<TABLE>
<CAPTION>
     Notes payable is detailed as follows:                  2002      2001
                                                          --------  --------
<S>                                                       <C>       <C>
     Note payable to an individual, no monthly
      payment, payable on demand, bears
      interest at 10%, unsecured note.                    $ 23,587  $ 29,487

     Note payable to a corporation, payments
      due monthly of $5,457 until paid in full,
      bears interest at 12%, unsecured note.                 3,510     3,510

     Note payable to a corporation, no monthly
      payment, matured January 2001, in default,
      bears interest at 18%, secured by business assets.   200,000   200,000

     Note payable to a corporation, no monthly
      payment, matured June 2000, in default, bears
      interest at 18%, secured by business assets.         100,000   100,000

     Note payable to a corporation, no monthly
      payment, bears interest at 10%, due January
      2002, in default, secured by business assets.        100,000   100,000

     Note payable to a corporation, no monthly
      payment, bears interest at 10%, due January
      2002, in default, secured by business assets.        375,288   387,000

     Note payable to an individual, no monthly
      payment, bears interest at 10%, payable upon
      demand, unsecured note.                               80,000   125,000

     Note payable to a corporation, no monthly
      payment, payable on demand, bears interest
      at 56.75%, secured by equipment.                      46,500    46,500
                                                          --------  --------

     Balance Forward                                      $928,885  $991,497
                                                          --------  --------
</TABLE>


                                       50
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2002 and 2001


NOTE  3  -     LONG-TERM  LIABILITIES  (Continued)

<TABLE>
<CAPTION>
                                                               2002        2001
                                                            ----------  ----------
<S>                                                         <C>         <C>
     Balance Forward                                        $  928,885  $  991,497

     Note payable to a corporation, no monthly
      payment, principal and interest due on
      January 17, 2002, bears interest at 8%,
      unsecured note.                                                -      45,000

     Note payable to a corporation, no monthly
      payment, matured March 2001, in default, bears
      interest at 18%, guaranteed by an officer
      of the Company and secured by business assets.         1,000,000   1,000,000

     Note payable to an individual, no monthly
      payment, payable on demand, bears interest
      at 10%, unsecured note.                                   75,000      75,000

     Note payable to a corporation, monthly payment
     due of $458, bears interest at 10%, payable upon
     demand, in default, secured by all assets.                  5,000           -

     Note payable to a corporation, monthly payment
     due of $1,000 and increasing to $15,000 per month,
     bears interest at 12%, payable upon demand, payable
     upon demand, unsecured.                                   286,972           -

     Note payable to a corporation, monthly payment due
     of $1,500 and increasing to $6,450, bears interest at
     10%, payable upon demand, unsecured.                       56,196           -
                                                            ----------  ----------

     Total Notes Payable                                     2,352,053   2,111,497
                                                            ----------  ----------

     Convertible debentures is detailed as follows:

     Note payable to a corporation, no monthly
      payment, bears interest at 7%, due June 2003,
      unsecured note.                                          149,300     149,300

     Note payable to a corporation, no monthly
      payment, bears interest at 7%, due June
      2003, unsecured note.                                    454,230     454,230
                                                            ----------  ----------

     Total Convertible Debentures                              603,530     603,530
                                                            ----------  ----------
</TABLE>


                                       51
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2002 and 2001

NOTE  3  -     LONG-TERM  LIABILITIES  (Continued)


<TABLE>
<CAPTION>
     Notes payable - related party is detailed as follows:
                                                             2002     2001
                                                            -------  -------
<S>                                                         <C>      <C>
     Note payable to a shareholder, no monthly
      payment, payable on demand, bears interest
      at 10%, unsecured note.                                73,000   75,000
                                                            -------  -------

     Total notes payable - related party                    $73,000  $75,000
                                                            -------  -------
</TABLE>

     Capital  lease  obligations  are  detailed  in the following schedule as of
     December  31,  2002  and  2001  as  followed:

<TABLE>
<CAPTION>
                                                       2002        2001
                                                    ----------  ----------
<S>                                                 <C>         <C>
     Capital lease obligation to a corporation for
      equipment, lease payments due monthly
      of $5,318 through March 31, 2002, bears
      interest at 33%; secured by equipment.        $        -  $   14,959
                                                    ----------  ----------

     Total Lease Obligations                                 -      14,959
                                                    ----------  ----------

     Total Long-Term Liabilities                             -   2,804,986

     Less current portion of:
     Notes payable                                   2,352,053   2,111,497
     Convertible debentures                            603,530           -
     Notes payable - related party                      73,000      75,000
     Capital lease obligation                                -      14,959
                                                    ----------  ----------

     Total current portion                           3,028,583   2,201,456
                                                    ----------  ----------

     Net Long-Term Liabilities                      $        -  $  603,530
                                                    ==========  ==========
</TABLE>

     Future  minimum  principal  payments  on  notes  payable  are as follows at
     December  31,  2002:

<TABLE>
<CAPTION>
     2003                 $3,028,583
                          ----------
<S>                       <C>
     Total notes payable  $3,028,583
                          ==========
</TABLE>


NOTE  4  -     LINES  OF  CREDIT

     The  Company  has two lines of credit. The average interest rate is 11.75%.
     The  Company  made  principal  and  interest  payments  on  the  balances
     outstanding  until  September  11,  2002  and  has  no  additional  credit
     available.  The balances due at December 31, 2002 and 2001 were $50,304 and
     $52,299,  respectively.


                                       52
<PAGE>

                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2002 and 2001

NOTE  5  -     USE  OF  ESTIMATES  IN  THE  PREPARATION  OF FINANCIAL STATEMENTS

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

NOTE  6  -  EMPLOYEE  STOCK  OPTION  PLAN

     On  August  13,  1999,  the Company established an Employee Stock Ownership
     Plan  (the  Plan). The Plan covered both current and prospective employees,
     consultants  and  directors.  At  December  31  2002,  the  Company  had no
     employees  and  the  Plan was terminated. The options which were vested and
     granted  as  of  December 31, 2001 were canceled or forfeited. A summary of
     the  option  activity  is  as  follows:

<TABLE>
<CAPTION>
                                                          Weighted
                                   Options                 Average
                                  Available    Options    Exercise
                                  for Grant  Outstanding    Price
                                  ---------  -----------  ---------
<S>                               <C>        <C>          <C>
     Granted, December 31, 2001   1,000,000      895,911  $    3.00
     Exercised                            -            -          -
     Canceled/forfeited           1,000,000      895,911       3.00
     Balances, December 31, 2002          -            -  $       -
</TABLE>


NOTE  7  -     WARRANTS

     The  Company  applies  SFAS No. 123 for warrants issued, which requires the
     Company to estimate the fair value of each warrant issued at the grant date
     by  using  the  Black  -  Scholes  pricing  model.

     On  April  17, 2001, the Company issued warrants to purchase 250,000 shares
     of  common  stock at $.18 per share. The warrants issued were for a term of
     11  months  and  expired in March 2002. The fair value of the warrants were
     determined  using  the  Black-Scholes  pricing  model  with  the  following
     assumptions:  stock  price  at  grant date of $.14, risk free rate of 4.5%,
     warrant  life  of  1  year,  volatility  of 2.5% with no dividend yield. No
     compensation  expense  was  recorded  during  2001  for  this  issuance.

     On July 17, 2001, the Company issued warrants to purchase 250,000 shares of
     common  stock  at $.05 per share. The warrants issued were for a term of 11
     months  and  expired  in  June  2002.  The  fair value of the warrants were
     determined  using  the  Black-Scholes  pricing  model  with  the  following
     assumptions:  stock  price  at  grant date of $.03, risk free rate of 4.5%,
     warrant  life  of  1  year,  volatility  of 3.2% with no dividend yield. No
     compensation  expense  was  recorded  during  2001  for  this  issuance.

     On October 17, 2001, the Company issued warrants to purchase 250,000 shares
     of  common  stock at $.03 per share. The warrants issued were for a term of
     11  months  and  expired  in June 2002. The fair value of the warrants were
     determined  using  the  Black-Scholes  pricing  model  with  the  following
     assumptions:  stock  price  at  grant date of $.04, risk free rate of 4.5%,
     warrant  life  of  1  year,  volatility  of  1%  with no dividend yield. No
     compensation  expense  was  recorded  during  2001  for  this  issuance.


                                       53
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2002 and 2001

NOTE  7  -     WARRANTS  (Continued)

     During  2001,  the  Company  issued  warrants to purchase 600,000 shares of
     common  stock  at an exercise price of $1.10 per share. The warrants issued
     are  for  a term of 5 years and expire in 2005. No compensation expense was
     recorded  in 2001. The fair value of the warrants were determined using the
     Black  -  Scholes pricing model with the following assumptions: stock price
     at  grant  rate  $0.3,  risk  free  rate  of 4.5%, warrant life of 5 years,
     volatility  of  2%  with  no  dividend  yield.

     The  following  summarizes  the  warrant  activity  for  2002:

<TABLE>
<CAPTION>
<S>                                          <C>
     Warrants outstanding at January 1, 2001       1,975,000
     Warrants granted                                      -
     Warrants expired                              1,375,000
     Warrants exercised                                    -
                                                  ----------
     Warrants outstanding at December 31, 2002       600,000
                                                  ==========

     Weighted average exercise price of warrants
       outstanding at December 31, 2002           $     1.10
                                                  ==========
</TABLE>

<TABLE>
<CAPTION>
                                  Number of      Weighted
                                  Warrants        Average    Weighted
                               Outstanding at    Remaining   Average
                                December 31,    Contractual  Exercise
     Range of Exercise Prices       2002           Life       Price
     ------------------------  ---------------  -----------  --------
<S>                            <C>              <C>          <C>
     $                   1.10          600,000         0.60     $1.10
</TABLE>

NOTE  8  -  STOCK  OPTIONS  -  NON-EMPLOYEE

     During  2000,  the  Company  granted  392,500  stock options to an employee
     pursuant to a termination agreement. The terminated employee is not covered
     under  the employee stock option plan. The stock options are exercisable at
     $3  per share and are exercisable from September 29, 2001 through September
     29,  2007.  No  options  were  exercised  during  2002.

NOTE  9  -  DISCONTINUED  OPERATIONS

     The  loss  from  discontinued  operations  includes  the  results  of  all
     operations through the measurement date of October 18, 2002. The gains from
     disposal  of  discontinued  operations  include  the  results of operations
     realized from measurement date through December 31, 2002. Since the Company
     has  discontinued  all operations, all of the assets and liabilities on the
     balance  sheet  at  December  31,  2002  are applicable to the discontinued
     operations. The Company will recognize a gain or loss on the disposition of
     the  assets  and  liabilities  after the final settlement of the Chapter 11
     bankruptcy  proceedings.


                                       54
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2002 and 2001


NOTE  10  -  GOING  CONCERN

     The  Accompanying  financial  statements  have  been  prepared assuming the
     Company  will  continue  as  a  going concern. The Company filed Chapter 11
     protection under the U.S. Bankruptcy Code on September 11, 2002. Subsequent
     to  September  11,  2002,  the  Company  sold all their operating assets on
     October  18, 2002. Management is currently seeking to sell the public shell
     to  an  active  business.  Unless  the Company finds a buyer for the public
     shell  it  will  cease  to  exist.  Pursuant  to the bankruptcy filing, the
     creditor's committee can determine how long the Company will have to search
     for  a  buyer  of the public shell. To date, no potential buyer has made an
     offer. All proceeds from the sale of the operating assets and the potential
     sale  of  the  public  shell  will  be  distributed to the creditors of the
     Company.  These  financial  statements  do not include any adjustments that
     might  result  from  the  outcome  of  this  uncertainty.


                                       55
<PAGE>

SIGNATURES

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


(Registrant)  Worldwide  Wireless  Networks,  Inc.

  By:          /S/
     ---------------------------
     Jerry  Collazo
     President

Date:     March  28,  2003

In  accordance  with  the  Exchange  Act,  this  report  has  been signed by the
following  persons  on  behalf  of  the Registrant, in the capacities and on the
dates  indicated.

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


     /S/
--------------------
Jerry  Collazo               Director                 March  28,  2003


                                       56
<PAGE>
                                 CERTIFICATIONS
                                 --------------
            AS ADOPTED PURSUANT TO OF THE SARBANES-OXLEY ACT OF 2002
            --------------------------------------------------------

I,  Jerry  Collazo,  certify  that:

1.  I  have  reviewed  this  annual  report on Form 10-KSB of Worldwide Wireless
Networks,  Inc/

2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

     a) designed such disclosure controls and procedures to ensure that material
     information  relating  to  the  registrant,  including  its  consolidated
     subsidiaries,  is  made  known  to  us  by  others  within  those entities,
     particularly  during  the  period  in  which  this  annual  report is being
     prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
     procedures  as  of  a  date within 90 days prior to the filing date of this
     annual  report  (the  "Evaluation  Date");  and

     c)  presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation  Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors  (or  persons  performing  the  equivalent
functions):

     a)  all  significant  deficiencies  in  the design or operation of internal
     controls  which  could adversely affect the registrant's ability to record,
     process,  summarize  and  report financial data and have identified for the
     registrant's  auditors  any  material  weaknesses in internal controls; and

     b)  any  fraud,  whether or not material, that involves management or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls;  and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  March  28,  2003
        /S/
-------------------------
Jerry  Collazo
Acting  Chief  Executive  Officer  and  Chief  Financial  Officer


                                       57
<PAGE>