-----------------------------------------------------------------------
                                UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                FORM 10-KSB/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                     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 report
s reuired 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
Item405 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. [ ]

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 31, 2000

Common Stock, par value $.001                      12,262,988


      As of March 31, 2000, 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 $28,959,545.




                       WORLDWIDE WIRELESS NETWORKS, Inc.
                                   FORM 10-K
                      FOR THE YEAR ENDED DECEMBER 31, 1999


Table of Contents

PART I

Item 1.  BUSINESS...........................................................4

Item 2.  PROPERTIES........................................................12

Item 3.  LEGAL PROCEEDINGS.................................................12

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

         EXECUTIVE OFFICERS OF THE REGISTRANT..............................13


PART II

Item 5.  MARKET FOR REGISTRANT'S
         COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.....................14

Item 6.  SELECTED FINANCIAL DATA...........................................16

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................17

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.......................24

Item 9.  CHANGES IN AND DISAGREEMENTS WITH
         ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE................24

PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...............24

Item 11.  EXECUTIVE COMPENSATION...........................................24

Item 12.  SECURITY OWNERSHIP OF CERTAIN
          BENEFICIAL OWNERS AND MANAGEMENT.................................26

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................28

PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES
          AND REPORTS ON FORM 8-K..........................................28


PART I

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE LITIGATION REFORM ACT OF 1995.  Statements
contined herein that are not based on historical fact, including without
limitation statements containing the words "believes," "may," "will,"
"estimate," "continue," "anticipates," "intends," "expects" and words of
similar import, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.  Such
forward-looking statements involve known and unknown risks, uncertain-
ties 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.
Such factors include, among others, the following: general economic and
business conditions, both nationally and in the regions in which World-
wide Wireless Networks, Inc. (the "Company") operates; technology
changes; competition; changes in business strategy or development plans;
the high leverage of the Company; the ability to attract and retain
qualified personnel; existing governmental regulations and changes in,
or the failure to comply with, governmental regulations; liability and
other claims asserted against the Company; the Company's and its third-
party suppliers' ability to take corrective action in a timely manner
with respect to the year 2000 issue; and other factors referenced in
the Company's filings with the Securities and Exchange Commission.

GIVEN THESE UNCERTAINTIES, READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS.  The Company disclaims
any obligation to update information concerning any such factors 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.


ITEM 1:  THE BUSINESS OF WORLDWIDE WIRELESS NETWORKS, INC.

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 effected a name change to Progressive Environ-
mental Recovery Corporation.  On March 5, 1999, Progressive Environmental
changed its 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 wire-
less internet services in Southern California under the trade name Global
Pacific Internet. We remained inactive until our reverse merger with
Pacific Link in April 1999, through which we acquired all of the business
assets of Pacific Link.  (See, "Part I, Item 7: Management's Discussion
and Analysis of Financial Condition and Results of Operations - Reverse
Merger Treatment.")

      Pursuant to the merger agreement, we issued 7,000,000 shares of
common stock in exchange for the 583,000 common shares held by Pacific
Link shareholders, which was 100% of that company's outstanding shares.
The directors and officers of Worldwide Wireless resigned, the management
of Pacific Link filled those vacancies, and the former shareholders of
Pacific Link obtained 62.5% of the total voting power at that time.

      On February 10, 2000, we merged with another public company, Tarrab
capital Group ("TCG"), which resulted in the TCG shareholders receiving
5,000 shares of our restricted common stock in exchange for allof the
issued and outstanding shares of TCG.  Worldwide Wireless continued as
the surviving corporation in that merger, and TCG ceased to exist.
A copy of the Acquisition Agreement and Plan of Merger with TCG was filed
with the SEC together with our Current Report on Form 8-K, on February 11,
2000.

       We are a networking solutions company which specializes in high
speed Internet access using our own wireless network.  Other products
we provide include direct service links, which are connections of a
customer's computer network to the Internet via our wireless network,
and frame relay connections, which are wired connections between a
customer's computer and a router which sends the data to the desired
end connection.  We also provide web hosting and network consulting.
We serve all sizes of commercial businesses including the home office
market.

We have a short operating history, and have experienced significant
operatng losses in that time, primarily due to continued investments we
have made in an effort to expand our existing network..We have entered
into several private placements of debt and equity securities in order
to obtain expansion capital, including the transactions described else-
where in this prospectus, and we will continue to require additional
funds to implement our national and international expansion plans until
the time our revenues generated from internal operations are sufficient
to cover all of our capital requiremnts.  Until then, we anticipate we
will be forced to continue to raise funds through the sale of debt and/
or equity instruments, which may greatly dilute the percentage of owner-
ship which our existing shareholders own of our company.  If we are
unable to access this capital, then we will be unable to continue our
expansion as planned, and could remain essentially an Orange County,
California network.  Management has developed a cost reduction plan
which could be implemented and this plan would allow us to operate
profitably, but with no meaningful expansion or growth.

      Large scale commercial operations began in April 1999 and, as of
Deceber 31, 1999, we provided high-speed wireless services to approxi-
mately 190 commercial customers. Our high-speed wireless network
currently serves approximately 85% of the Orange County, California
area, and, since December 31, 1999,  we initiated operations in Los
Angeles County, California, as well.  We deliver DSL (Digital Subscriber
Line) and 100 Mbps wireless service to our customers, which are high
speed Internet access options.  We opened a co-location facility
offering central office services to 13 customers, as of December 31, 1999.
To facilitate our market expansion we hired a direct sales force with
support and management teams.

      Our name, Worldwide Wireless Networks, was designed to indicate
to cstomers and others our vision of providing our high-speed Internet
access services through the development of an international network.
We are a very young company, and to date our operations have been
primarily focused on growing our Southern California customer base.
With the exception of our investment in Bridge Technologies, described
later in this prospectus, we have no current international operations
or offices.  As we mature, our business objective is to further develop
our international operations, as we believe that the wireless tech-
nologies we provide are well-suited for the international marketplace.
Due to a conflict with corporate names in California, Worldwide Wireless
is doing business as "Global Pacific Internet" in California.  We are
reviewing what, if anything, can be done to resolve that conflict,
while at the same time determining what actionswe my be able to take
to further protect the name Worldwide Wireless Networks in general.
As of the date of this prospectus, we are not aware of any other con-
flict involving our name in any other jurisdiction, although there can
be no guarantee that none exists or will not develop in the future.
(See: Risk Factors - "Risks Relating to Our Business.")

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

THE COMPANY'S PRODUCTS AND MARKETS

Wireless Network.

      We have the technical expertise to build and operate large scale
wireess networks without relying on an existing wire-based network,
such as a telephone network's copper lines. Our wireless network allows
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 is a wireless
network consisting of an operations center, centralized base stations
known as "points-of-presence" ("POPs"), and distribution radios which
connect to the end customer.  We currently operate a wireless network
which has been operational for approximately twelve (12) months and
covers an estimated 85% of Orange County, California and, since
December 31, 1999, we have also been providing wireless services in
Los Angeles County, California.  We currently rely on fifteen, fully-
operational POPs, which are generally located on the tops oftall
buildings.  We negotiate long- term site licenses for each POP location.

      The typical POP site consists of one indoor/outdoor equipment cabine
(62" H  x  23" W  x 34" D) and an array of four (4) to eight (8) 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 pay
for all costs associated with the installation and our unit requires a
single phase 110 volt outlet for power.

      As part of our network expansion and in the course of normal
operations, we are negotiating to expand our rights associated with the
current POP locations as well as acquire additional point-of-presence
locations.  Management currently believes that the market for these
facilities is reasonable for its purposes; however, the ability to
acquire and maintain these rights will be a material factor in our
success .

      In general, our end customers must be within five miles of a POP
and ave line-of-sight visibility between the POP and an antenna located
at their building.  The five mile standard is based upon the equipment
we use, existing interference and equipment reliability.  Other
companies may use greater distances from a POP, and we do as well, but
we have 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 PP, where the
signal is communicated to our broadband switching center and then onto
its final destination.

      Our wireless network has been designed to provide our customers
with flexible, rapidly installed and reliable  high-speed internet con-
nectivity. .  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 are able
to install the necessary equipment at a customers 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 can be accomplished as fast as within 48 hours following a
signed service order. This can be accomplished when we rely on instal-
lation scheduling and preparation prior to contract signing.  However,
we generally plan for a three week time period for completion of instal-
lation. We manage our network traffic by using routing equipment that
measures and controls packet flows (data bundled for transmssion), and
we install equipment with performance levels that meet or exceed those
required by the customer.

      Our wireless network is engineered to provide high reliability
and wde area coverage.  We generally operate at a greater than 98%
uptime.  Our wireless networks are 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 Digital Subscriber Lines
(which are enhanced copper lines that connect to a local telephone
company system and then directly to the Internet), provide cnnection
to the Internet at high speeds.  Our wireless connections can provide
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 tranmits at a
rate of 100 Mbps.  These high-speed connections allow files, documents
and voice transmissions to be dispatched over the Internet in much
shorter time periods.

      We operate on a combination of licensed frequencies of 23 Ghz and
unicensed frequencies in the 2.4 Ghz ISM bandwidth, 5.8 Ghz ISM band-
width, 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 (the "FCC"), 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 ditance and type of network link.
Reliability is achieved through redundant radio links and wired line
back-up.  Security is provided through spread spectrum radio links and
encryption, among other standard security measures.  Our radio modem
transmits data by a microwave frequency which changes 32 times a second.
During our initial twelve months ofoperations we experienced no sig-
nificant weather interference, nor did we expect to, since the low
frequencies which the Company uses are rarely affected by weather
conditions (other than hail).  We are not sure how a wireless network
in geographical areas with more severe weather than Southern California
would be affected, but management does not beieve that weather con-
ditions will pose a significant factor to the Company's ability to
provide its wireless services.

Principal Services.

      High-speed Internet: We offer connections to the Internet at
speeds rom 128 kbps to 100 Mbps.  This service provides always-connected
, secure access for all sizes of commercial businesses.  These connec-
tions are primarily supported by our wireless network with the balance
of customers being served by DSL and leased T-1 circuits.  We enhance
our service by balancing and distributing our traffic across our upstream
connections, which include Digital Broadcast Networks, Savis, and Exodus
networks.  As of December 31, 1999, we had approximately 190 high-speed
wireless customers.

      Dial-up Internet Access:  As of December 31, 1999, we provided
Interet access to approximately 1,505 Internet users using dial-up con-
nections.  This service is 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.

      Data Center Services: We offer web hosting, web site development
and o-location services to our customers.  Our co-location service allows
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,
1999, we provided such services to approximately 1,151 customers.

      Network Consulting: We offer design and implementation services
for rivate wireless networks and consulting services to develop network
hardware components.  As of December 31, 1999 we had generated approxi-
mately $109,000 in revenues from these services.

Business and Operating Strategies.

      Our historical sales have resulted from domestic operations primarily
located in Orange County, California.  This area has a high concentration
of technology-oriented businesses that represent our prime targeted
customers due to their need for high-speed Internet access. By focusing
our expansion to markets in Southern California, management believes that
we can utilize our network assets, brand equity, central facilities,
administration, and technical resources which currently exist to
efficiently grow our business.

      We generally work with our end customer when providing network access.
We believe that a direct customer relationship provides the opportunity
for us to cross-sell network products, improve customer satisfaction, and
reduces the chance of customer attrition.  In May 1999, we created a direct
sales force to market and sell our products and services.  This sales
force markets our services to businesses of all sizes within our network
service area, and is supported by our customer service, technical experts,
and outbound telemarketing activities. This direct sales activity is
supplemented by telemarketing sales agents and through customer referrals.

      At the local level, we advertise in general print media and through
publications targeted at the information professional. During late 1999
we established an e-commerce site, www.airwaveproducts.com, to sell
wireless network equipment to enterprise customers and Internet service
providers.  Although no revenues were generated from this site during
fiscal year 1999, management believes that in the future an increasing
percentage of our revenues will be attributable to the sale of products
and services over the Internet.

      Our backlog results from the difference in timing between a firm
customer order and the installation of all services ordered by such
customer.  In general, our target interval for installation is three
weeks.  As of March 30, 2000, we estimate that our revenue from contracts
for services ordered but not yet filled to be approximately $120,000, of
which approximately $20,000 represents recurring monthly revenue, and the
rest represents one-time revenue from the sale of equipment.

Competition.

      Our market is crowded with companies which provide both wired and
wireless Internet networks and Internet access to businesses and
individuals.  We face competition from existing network and Internet
service providers, most of whom have financial resources, brand recog-
nition, 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 may need to adjust the pricing of our products, expend
more funds to acquire customers and may experience higher customer
attrition.  In addition, we need to be able succssfully to compete with
the larger and more established companies that already provide Internet
service.

      In the wireless market we compete with, among others, Teligent,
Inc. Winstar Communications, Inc., and NEXTLINK Communications, Inc.,
each of which offers wireless
directional, high-speed network services; Pacific Bell, AT&T, World Com,
Qwest, Cox Communications, Sprint and similarly situated telecommunica-
tions companies, which offer Internet products as stand-alone products
or in a bundle with telecommunications, network services, or wide-area
networking; and companies like Covad and Rythms Net Connections, which
are representative of service providers who provide high-speed network
facilities primarily by using state-of-the-art modems in conjunction
with the facilities of incumbent local exchange carriers.

      Similarly, we compete with Time Warner, @Work, and other cable
televsion companies which have converted cable television coaxial line
s to support bidirectional, high-speed network services, and we also
compete with Internet-dedicated access companies, such as Verio, Con-
centric, and Level 3, which specialize in Internet protocol products
that include data center services, web hosting, virtual private net-
working, network consulting, and related products and services.

We compete with these companies in the areas of rapid installation,
technial performance, quality of customer service and price.  We have
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 develop our networks primarily with our own internal
engineering expertise, and we believe 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 site implementations reduce costs and
improve performance.

      Although pricing is an important factor in our customers' purchase
decisions, we believe that customer relationships, customer service
and consistent quality will be the key to generating customer loyalty.
During the past several years management has observed market prices for
network services declining, which is a trend management believes will
likely continue.  As prices decline for any given speed of service, we
expect that our total number of customers will increase due to more
individuals and companies having access to, and deciding to use, these
services.  As the total number of customers increase, he proportion of
customers purchasing our high-speed services, which are more expensive
in comparison to our other services, will increase because the cost to
upgrade a customer's speed is generally minimal.

      Many of our competitors rely on existing networks of copper lines
owned by third parties.  We believe these networks are facing increased
demand from individuals and businesses for new services at a reasonable
cost.  Our  management believes that elimination of reliance on third
parties reduces our costs by eliminating the expense of payments to
these third parties for labor costs associated with installation and
costs of troubleshooting network problems.  Further, we believe that
capital expenditures associated with constructing our wireless network
are substantially lower because we do not physically have to construct
a wire network.

Principal Suppliers.

      Our principal suppliers provide hardware and software that is in-
corprated into our networks.  While no single vendor represents a
majority of capital spending, network performance depends on the
operation and support of these products.  We rely on third-party vendors
for equipment, upstream bandwidth, operational software, and product
support.  We currently rely on six vendors for our equipment and four
vendors for upstream bandwidth access.  Our product availability and
network performance may be diminished when and if these providers limit
the availability of service, delay product, o deviate from our expec-
tations for performance.  However, management believes these vendors
can be replaced within approximately 60 days should that become neces-
sary in the future.  Our agreements with these suppliers typically
require specific performance due to a vendor's non-performance on our
part for financial, service, or operational actions, ad any failure in
our performance could result in penalties or increased cost of operation
for us.  As is customary in the industry, damages owed by a company
for failure to provide bandwidth are generally limited to service
credits for the circuits affected.


        In November 1999, we entered into a contract to purchase
wireless elecommunications equipment from Adaptive Broadband
Corporation. Pursuant to the agreement we have 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 wth the performance
of the other party.  Obligations of the agreement will survive early
termination to the extent purchase orders are accepted by Adaptive
Broadband corporation and minimum additional payments are required.

      We anticipate that approximately 20% of the equipment purchased
as aresult of the agreement will be used in our own wireless operations,
and the remaining 80% will be resold to third parties.  We expectto
purchase a minimum of $4.4 million, $6.4 million and $7.76 million of
equipment for the first, second and third year of the agreement.
As of this filing, we anticipate that this agreement will provide
additional revenues from wireless equipment sales, however, we cannot
assure what effect the commitments required under the agreement will
have on our results of operations.

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 a
vailable to us as a corporate name from the Secretary of State of
California.  We are currently seeking trademark protection for both
"Global Pacific Internet" and "Worldwide Wireless Networks."  To the
extent we succeed in obtaining a federal trademark for "Worldwide
Wireless Networks," we may be able to enforce our right to use that
trademark as our corporate name in California, but there can be no
assurance that we will ever be able to do so.  The success of our
business depends in part on brand recognition, trade secrets, network
hardware, and software which may be proprietary or purchased from third-
parties.  We rely upon a combination of licenses, confidentiality agree-
ments and other contractual covenants, as well as the statutory protec-
tions of the California Trade Secrets Act to establish and protect our
technology and other intellectual property rights.  Although we do not
believe that our intellectual property infringes on the rights of any
other party, third-parties may in the future assert claims for infringe-
ment which may be successful and/or require substantial resources to
defend.  Other than in California, we have no knowledge of any condition
or circumstance which would cause a conflict with our trademark or name
in any jurisdiction, although there can be no assurance that a condition
or circumstance of this type does not exist, or will not develop in the
future.  (See: Risk Factors - Risks Relating to Our Business.)

      As of December 31, 1999, we held two FCC private operational fix
ed mcrowave radio station licenses, and since that date we have obtained
four other such licenses (See "Government Regulations" below). These
licenses have a term of ten years, the first of which will expire in
July 2009.  The importance of having FCC licenses to companies such as
ours is that establishes certain superior rights as against third
parties to provide our services using the frequencies and in the
locations for whichthese licenses are granted. We intend to continue
to apply for these licenses as our business and operations expand.

Product Development.

      We conduct research and development as an incidental activity to
our rdinary operations.  Therefore, we have not spent any material
amount for research and development during the past two fiscal years.
We expect to devote substantial resources to increase market penetration
within our current service area as well as expand our wireless network
to other areas in southern California and in other locations where the
Company believes it has an opportunity to market its services successfully.

      In May of 1999 we entered into a joint venture with Bridge
Technology, Inc.  Pursuant to the agreement, we have agreed to provide
our know how and have 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 certain devices required to provide high speed broadband wire-
less access to the Internet backbone infrastructure. We own a 20%
interest in the venture, and will have the right to sell any radio
equipment which is developed through the venture in the nited 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 fo 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 results of this beta program were
promising, yet more testing is needed. In the first fiscal quarter of
2000, we continued our expansion into Asia by entering into an agreement
with Global Bridge E Net, a company formed to develop and deploy an
Asynchronous Transfer Mode (ATM) wireless network in Asia, pursuant to
which we will receive 10% of the gross revenues generated by Global
Bridge E Net, and have the opportunity to invest in the purchase of
20% of the initial equity of that company.

Government Regulation.

      At the federal level, the FCC has jurisdiction over the use of
the eectromagnetic 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 nstallation 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 operate in a radio
spectrum not requiring licensing from the Federal Communications
Commission under current regulations.  As an Internet service provider
we are not currently directly regulated by the FCC or the Public
Utilities Commission of any state.  However, as required by law, we
license frequency spectrum directly from the FCC for some of the high-
speed portions of our wireless network. Changes in current state or
federal law, or in the interpretation of existing law, may cause
increased regulation of our business or restrictions on the unicensed
radio spectrum currently used in the wireless networks.

Employees.

      As of December 31, 1999 we had 32 full-time employees, and since
that time we have added 11 more.  These individuals bring to us expert
ise in various aspects of sales, engineering, customer service, finance
and network operations.  The majority of our employees are based in
Orange County, California.  We believe we have good relations with our
employees, and none are covered by any collective bargaining agreement.

ITEM 2: PROPERTIES

      Our principal executive offices are located in the City of Orange,
California, where we lease 8,728 square feet of office space with roof
rights for antennas.  We renewed the lease on March 30, 1999 and it
will expire in 2004.  The monthly rent ranges from approximately
$16,583 in the first year to $18,329 in the fifth year.  This office
space is in good condition and satisfies our current space needs.

      We also lease two office spaces in Irvine, California.  One office
space, located at 5 Park Place, is 1,062 square feet and houses our
sales agents.  This lease will expire in April of 2003, and requires a
basic rent payment of $2,549 per month (which is subject to adjustments
for the term of the lease).  The other 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).
Recently, to facilitate our expansion into Los Angeles County,
California, we opened a sales office there comprising 1,993 sqare feet,
located at 5933 Century Boulevard, Los Angeles, CA.  The lease for that
office has a five-year term, expiring in March 2005.  Monthly rent
there is $2,889.85 for the first thirty months of the lease, escalating
to $3,089.15 for the remainder of our lease term.


ITEM 3: LEGAL PROCEEDINGS

      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.

On March 28, 2000, we filed a lawsuit in Orange County Superior Court
- Cetral 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 arises out of an
Option Agreement we entered into in 1998 for our consultant to provide
technical and financial advisory services in exchange for non-qualified
options.  We retained legal counsel recommended to us by the consultant,
but were never advised that the partner of the law firm who represented
us specifically was, at the same time, also te 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 the consultant was to receive as compensation for such
services.  This lawsuit has been dismissed but the terms of the settle-
ment have not been reached.  Depending upon the resolution of this
lawsuit, the number of options to purchase our common stock which the
consultant may retain could range from 50,000 to 700,000.


ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.


EXECUTIVE OFFICERS OF THE REGISTRANT

      The names, ages and positions of the directors, executive
officers and key employees of  Worldwide Wireless 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 Officers.

Name                        Age        Position Held


Jack Tortorice              51         Chief Executive Officer
                                       and Chairman of the Board

Charles C. Bream III        55         President,
                                       Chief Operating Officer
                                       and Director

Thomas J. Rotert            33         Director, Secretary
                                       and Treasurer


      Jack Tortorice.  Chief Executive Officer and Director since April
of 1999.  He served as CEO, Chairman of the Board and a Director of
Pacific Link from October 1997 to May 1999.  Prior to joining
PacificLink, 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.

Charles C. Bream.  President, Chief Operating Officer, and Director
since anuary 1, 2000. Mr. Bream has held executive positions in the
telecommunications and computer and software industries for over 19
years and also has investment banking experience. During the period from
1991 to 1999 he was President of Quarter Phone, a telecom start-up, a
Senior Vice President at Cable & Wireless, Senior Vice President/General
Manager of the telecommunications business at General Research Corpora-
tion, and a member of Holding Capital Group, a private investment
banking firm. Before that he held executve positions at EMS, Xerox,
Data General, and Epson America. Prior to his experience in technology
industries, he held various marketing and sales positions with packaged
goods companies such as Procter and Gamble. He received an MBA from
Wharton Business School in 1970 and a B.S. degree from the U.S. Naval
Academy in 1967.

      Thomas J. Rotert.  Secretary and Treasurer.  Mr. Rotert was
appointed as a Director on October 1, 1999.  He also serves as our
general counsel, corporate secretary and treasurer.  He is a licensed
attorney in the state of California and practices in the areas of
corporate transactional law and civil litigation. From May 1998 to the
present, he has been a partner in the law firm of Schuman & Associates,
located in Costa Mesa, California.  From October 1997 through May 1998
he was employed as an attorney for Sayer & Associates, a California firm.
He was litigation counsel for Bollington & Roberts, another alifornia
firm, from 1992 to October 1997.  He received a Juris Doctorate from
Western State University in 1993 and a bachelor's from the University
of Kansas in 1989.  Mr. Rotert filed a Chapter 7 voluntary bankruptcy
petition in February 1998 in the Central District of California
Division of the United States Bankruptcy Court, which was discharged
in June of 1998.

      In February 2000, the Company learned that one of its Directors,
Denns Shen, who had served in such capacity since the inception of the
Company, had been convicted in California in 1996 of two counts
involving the receipt or concealment of stolen property, both of which
were dropped to misdemeanor counts, and which, it appears, were event-
ually expunged at the bench and entered as not guilty pleas.  Although
Mr. Shen has had a close and valuable relationshipwith the Company
since its initial operations, and it is expected that he will continue
to provide valuable services to the Company as a consultant and signi-
ficant shareholder in the future, upon learning of these convictions
Mr. Shen's resignation was accepted by the Company's Board of Directors
on February 23, 2000.  Susan Shen, the wife of Dennis Shen, was not
implicated in any of the charges discussed above, but resigned her
position as the Company's Secretary and Treasurer on about the same
date. She continues to be a full-time employee of the Company, and
Shen family members continue to be significant shareholders of the
Company.



PART II

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

      Our common stock is traded in the Over-the-Counter market and is
quoted on the 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 for the last two fiscal years ending December 31,
1998, and 1999, respectively. These quotations represent prices between
dealers and may not include retail markups, markdowns, or commissions
and may not necessarily represent actual transactions.

      Year            Quarter                  High            Low

      1998            First Quarter           $0.125          $0.1


      1999            First Quarter              4.0           4.0
                      Second Quarter             6.0           0.40625
                      Third Quarter              4.75          2.875
                      Fourth Quarter             4.00          2.50

 *    No trading activity in our stock occurred during this quarter.

      During 1997 and 1998 our market was sporadically and thinly
traded. here was no trading activity during the second, third or fourth
quarters of 1998. Trading activity increased in August of 1999.  The
price per share of companies situated similarly to Worldwide Wireless
have exhibited extreme volatility in response to company-specific
information, as well as general market conditions.  Shareholders should
consider the possibility of the loss of the entire value of their shares.

      As of December 31, 1999, we had a total of 11,799,988 shares issued
and outstanding.  Management controls approximately 50.7% of our
outstanding shares.  We have 400,000 common shares subject to warrants and
7,958,160 common shares subject to the resale limitations of Rule 144.
In addition, there are from 50,000 to 700,000 disputed options to purchase
common shares of the Company which are the subject of a pending lawsuit
arising out of a contract entered into by Pacific Link in September of
1998. (See, "Part I, Item 3: "Legal Proceedings: Disputed Beneficial
Ownership", above).

Dividends.

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

Stock Splits.

      In June 1998, our Board of Directors authorized a 30-for-1 reverse
split of our common stock.  In March 1999, our Board of Directors
authorized a 4-for-1 forward split of our common stock.  All per share
information in this Annual Report statement has been retroactively
restated to reflect these changes.

Private Equity Transactions.

      Below is a list of all of the private transactions for the sale of
unregistered securities made by the Company for the period January 1,1999
through December 31, 1999:

On April 1, 1999, the Company issued 7,000,000 shares in the reverse merger
acquisition with Pacific Link Internet (See Note 10).

On April 2, 1999, the Company issued 400,000 shares of common stock for
cash of $100,000 and services valued at $200,000.

In June 1999, the Company issued 200,000 shares for $1,000,000 in cash at
$5.00 per share.

In June 1999, the Company issued warrants to purchase stock at $3.00, $4.00
and $5.00 per share, valued at $122,000 (See Note 11 to the Financial
Statements).

In December 1999, the Company issued 200,000 shares of common stock for
cash of $400,000, at $2.00 per share, from a private investor.

ITEM 6:  SELECTED FINANCIAL DATA

        The following table sets forth certain selected financial and
operating data for the Company as of and for each of the three years in
the period ended December 31, 1999, which was derived from the Company's
financial statements and notes that have been audited by Crouch, Bierwolf
& Chisholm, independent public accountants. All of the data should be read
in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Company's financial
statements and notes.

<TABLE>
<CAPTION>
<S>                                               <C>              <C>              <C>
FINANCIAL DATA (1)
                                                            YEAR ENDED DECEMBER 31,
(Dollars in thousands, except                      1999             1998             1997
  per share data)

STATEMENTS OF OPERATIONS DATA:
Revenues                                          $1,980            $841             $271
Operating expenses                                $3,033            $708             $223
Stock-based compensation                          $  ---            $---             $---
Operating income (loss)                          $(2,026)          $(297)           $(141)
Other expense                                      $25               $32              $12
Net loss from continuing operations              $(2,051)          $(329)           $(153)
Loss from discontinued operations                 $  ---            $---             $---
Loss from extraordinary item                    ------------     ------------     ----------
Net loss                                         $(2,051)          $(330)           $(153)


Share data (2):
    Basic and diluted loss per share
    from continuing operations                      $ (0.21)        $ (0.05)         $ (0.03)
    Per share effect of extraordinary item      ------------     ------------     ----------
Basic and diluted loss per share                    $ (0.21)        $ (0.05)         $ (0.03)

Weighted average shares used in
    computing basic and diluted
    loss per share                             9,883,325        6,440,000       5,880,000


                                                            YEAR ENDED DECEMBER 31,
 (Dollars in thousands)                            1999             1998             1997

BALANCE SHEETS DATA:
Total assets                                      $1,491            $362             $
Total long-term debt, net of current
    Portion                                       $    2            $ 44             $

CASH FLOWS PROVIDED BY (USED IN):
Operating activities:                             $ (865)           $181             $(19)
Investing activities:                            $(1,028)          $(193)            $(66)
Financing activities:                            $ 2,030            $ 12             $ 87

</TABLE>




ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"

PROVISIONS OF THE PRIVATE LITIGATION REFORM ACT OF 1995.  Statements
contained or incorporated by reference in this document that are not based on
historical fact are "forward-looking statements" within the meaning of the
Private Securities Reform Act of 1995. Forward-looking statements may be
identified by use of forward-looking terminology such as "believe,' "intends,"
"may," "will," "expects," "estimate," "anticipate," "continue," or similar
terms, variations of those terms or the negative of those terms.


Overview.

We are a networking solutions company which provides high speed Internet access
using our own wireless network, dial-up Internet access, data center services
and network consulting.  Since April 1999 we have had large-scale commercial
operations and have developed a commercial customer base, a direct sales force
and have expanded our wireless network.  Our primary market is currently Orange
County, California, where we operate our wireless network.  Recently, we have
also initiated operations in Los Angeles County, California.

While we have experienced revenue growth since our inception, we have operated
at a net loss, due primarily to our investment in expanding our network
coverage, which is expected to continue.  Management believe is that our
continued expansion will result in additional losses for the foreseeable
future, due to our continued expansion efforts beyond the amount of revenues
generated from our existing operations.  We must fund these expansion efforts,
for the foreseeable future, from the incurrece of debt and/or the sale of
equity, and there can be no assurance that we will be able to access either
debt or equity capitalization in sufficient amounts or on acceptable terms to
continue to fund such expansion efforts (as further described below).  We have
received a letter from one of our existing investors indicating a willingness
to provide certain additional debt and/or equity capitalization as may be
determined between us from time to time as our financial needs arise.

Depending upon the terms presented to us, we may or may not use all or any
portion of such funding.  If we were unable to access this capital , or any
other capital for expansion, then the Company would be unable to continue its
expansion as planned, and would remain essentially an Orange County,
California network.  Management has developed a cost reduction plan which
could be implemented in such an event, and this plan would allow the Company
to operate profitably, with no expansion or growth.

      Revenues.  We generate revenues primarily through the sale of
annuity-like service contracts with customers, the sale and installation
of wireless networks, and network consulting.  We recognize revenues when
services are completed.  We believe that growth in revenue will come from
additional penetration in markets currently served by existing networks,
expansion of complimentary product lines to existing and new customers, and
geographic expansion using currently deployed technologies.  We have spent,
and intend to continue to spend, significant resources on these activities.

      Cost of Sales.  Cost of sales consists of third-party network usage
      and other outsourced service costs, 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.  We do
not currently anticipate that inflation will have a material impact on our
results of operations.

      Sales and Marketing.  Sales and marketing expenses include 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.  In an effort to increase our revenues, user base and brand
awareness, we expect to increase significantly the amount of spending on sales
and marketing over the next year.  Marketing costs associated with increasing
our user base, which to date have been minimal, are expensed in the period
incurred.

      General and Administrative.  General and administrative expenses include
salaries, employee benefits and expenses for our executive, finance,
depreciation of network equipment, technical staff costs, legal, and human
resources personnel. Investment in network equipment is related primarily to
geographic network expansion and incremental customer installations, which
result in increased depreciation expense in future periods.  In addition,
general and administrative expenses include fees for professional services and
occupancy costs.  We expect general and administrative expenses to increase in
absolute dollars as we continue to expand our administrative infrastructure to
support the anticipated growth of our business, including costs associated with
being a public company.


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 the Company 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.


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 have 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.  Obligations of the agreement will survive
early termination to the extent purchase orders are accepted by Adaptive
Broadband Corporation and minimum additional payments are required.

      We anticipate that approximately 20% of the equipment purchased as a
result of the agreement will be used in our own wireless operations, and the
remaining 80% will be resold to third parties.  We expect to purchase a minimum
of $4.4 million, $6.4 million and $7.76 million of such equipment for the
first, second and third year of the agreement.  As of this filing, we
anticipate that this agreement will provide additional revenues from wireless
equipment sales, however, we cannot assure what effect the commitments required
under the agreement will have on our results of operations.

      In May of 1999 we entered into a joint venture with Bridge Technology,
Inc.  Pursuant to the agreement, we have agreed to provide our know how and
have 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 certain 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 which 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 an d stability in real wireless network
deployment.  The results of this beta program were promising, yet more testing
is needed. In the first fiscal quarter of 2000, we continued our expansion into
Asia by entering into an agreement with Global Bridge E Net, a company formed
to develop and deploy an Asynchronous Transfer Mode (ATM) wireless network in
Asia, pursuant to which we will receive 10% of the gross revenues generated by
Global Bridge E Net, and have the opportunity to invest in the purchase of 20%
of the initial equity of that company.


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, 1999 cash reserves
totaled $136,311 with total current assets of $453,175.

      We have posted operating losses since inception.  Our long-term debt was
$2,230 as December 31, 1999.  Our current liabilities for that same date were
$1,596,452, of which $665,355 accounts for the current portion of, our long
term liabilities discussed above, and $655,485 is attributable to current
accounts payable.  We anticipate a reduction of approximately $17,567 in
October 2000, due to the expiration of certain capital lease obligations.  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, 1999, our principal commitments consisted of office,
roof-rights payments, and equipment leases.  Future minimum principal payments
on notes payable were approximately $7,720.  Future minimum lease payments
were $42,910 with $40,887 through 2000 and $5,484 through 2001.  Future minimum
lease payments at December 31, 1999 were $34,211.  Of that amount, capital
lease payments due through the end of fiscal years 2000 and 2001 were $32,626
and $1,585, respectively, and operating lease payments due through the same
periods were $283,836 and $283,836, respectively.

      The consolidated cash flows show net cash used for our operating
activities for the fiscal year ended December 31, 1999 was $865,302.
Net cash used for operating activities consisted primarily of net operating
losses and network asset purchases.  Net cash provided by our financing
activities was $2,029,671 during the same period.  Net cash provided by
financing activities was principally attributable to the sale of securities
by Worldwide Wireless Networks prior to the merger in April 1999.

      We expect to continue to incur significant capital expenditures in the
future in our current market of Orange County, including additions and
enhancements to our server and network infrastructure, software licenses and
furniture, fixtures and equipment.  The actual amount of capital expenditures
will depend on the rate of growth in our user base and available resources,
which is difficult to predict and which could change dramatically over time.
Technological advances may also require us to make capital expenditures to
develop or acquire new equipment or technology.

      The Company's current business plan calls for us to launch wireless
networks in Los Angeles, San Diego, Santa Barbara and Ontario, California, and
Honolulu, Hawaii during our current expansion phase, and we have recently began
expansion in Los Angeles County as described above.  We anticipate that during
this expansion based upon our historical funding of expansion efforts, we will
remain unprofitable in each market for at least 12 to 18 months after launch.
We expect that we will require outside financing of at least $1,000,000 to
$3,000,000 per location to establish and deploy our network in the areas
mentioned above, in addition to any revenues generated from operations.  We
intend to explore the letter we received from one of our shareholders to
determine if mutually agreeable terms can be reached whereby it would provide
certain debt and/or equity capitalization to help finance our expansion
efforts, and, even if acceptable terms can be negotiated, additional external
funds will also have to be raised.

      We have investigated the availability, source and terms for external debt
financing and are exploring options which may be available to us.  However, we
cannot assure that we will be able to obtain such financing on terms agreeable
to us.  Also, the acquisition of funding through the issuance of debt could
result in a substantial portion of our cash flows from operations being
dedicated to the repayment of principal and interest on the indebtedness,
and could render us more vulnerable to competitive and economic downturns.

      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.

      If we are unable to obtain additional funds on terms agreeable to us we
will suspend our expansion plans into new markets and will restructure our
operations to rely on operating cash flow.

Results of Operations.

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


                                                  Year Ended

                                      Dec 31       Dec 31         Dec 31
                                       1997         1998           1999
                                   ------------ ------------ -------------
Revenues ........................  $  271,841   $  841,841   $   1,980,203

AS A PERCENTAGE OF REVENUES
Cost of sales.................     $  189,382   $  430,600   $     972,802

                                        69.7%         51.1%          49.1%


Gross profit.....................  $   82,459   $  411,241   $   1,007,401

                                        30.3%         48.9%          50.9%

Operating expenses:
   Selling ......................  $   68,827   $   158,592  $     616,022

                                        25.3%         18.8%          31.1%

   General and administrative ...  $  154,596   $   549,987  $   2,417,450

                                        56.9%         65.3%         122.1%


   Total operating expenses .....  $  223,423   $   708,579  $   3,033,472

                                        82.2%         84.2%         153.2%


Loss from operations ............  $  140,964   $   297,338  $   2,026,071

                                        51.9%         35.3%         102.3%


Other income (expense), net......  $ (12,529)   $   (32,045) $    (25,181)

                                         4.6%          3.8%           1.3%


Net loss ........................  $  153,493   $   330,183  $   2,051,252

                                        56.5%         39.2%         103.6%



TWELVE MONTHS ENDED DECEMBER 31, 1999 AND 1998

      Revenues for the period ended December 31,1999 were $1,980,203, which
represented an increase of $1,138,362 (from $841,841 for the period ended
December 31, 1998).  The increase was primarily attributable to revenues
generated from acquisition of new wireless customers from which we generated
approximately $1,051,981 of our total revenues for such period.  Dial up
customers generated approximately $249,656 of our total revenues for such
interim period.  The balance of $356,701 resulted from other services,
including DSL, colocation, and consulting services.

      Cost of sales for the fiscal year ended December 31, 1999 was $972,82,
which represented an increase of $542,200 (from $430,600 recorded for the
period ended December 31, 1998).  The increase was primarily attributable
to increased third-party network service expense related to the growth in our
user base, as well as our expansion of the level of services began to offer,
most notably DSL services.

      Selling expenses for the fiscal year ended December 31, 1999 were
$66,022, which represented an increase of $457,430 (from $158,592 for the
period ended December 31, 1998).  The increase was primarily due to the
hiring of additional direct sale s force personnel and success-based sales
commissions.

      General and administrative expenses for the 1999 fiscal year were
$2377,133, which represented an increase of $1,922,007 (from $455,126 for
fiscal year 1998).  The increase was primarily due to the hiring of
additional administrative personnel and increased professional and
consulting expense.  We also will experience increases in our general and
administrative expenses due to preparation of the annual and quarterly
reports which are required now that we are a reporting company.

      Interest expense consists primarily of interest expense on capital
equipment leases.  Interest expense for fiscal year 1999 was $46,895, which
represented a decrease of $4,560 from interest expense of $51,455 for fiscal
year 1998.  The decrease was primarily attributable to the expiration of
approximately 65% of the capital leases previously entered into by the Company
in connection with the provision of dial-up services, and the ability of the
Company to outsource such dial-up services without having to replace such
capital leases.

      Our net loss for the fiscal year ended December 31, 1999, totaled
$2051,252, or $.21 per share, compared to $330,183, or $.05 per share, for
the fiscal year ended December 31, 1998.  As discussed above the 1999 period
was impacted by costs associated with increases in the number of sales
personnel, administrative personnel, professional and consulting services and
depreciation expenses.

Factors Affecting Future Operations.

      Our operating results may fluctuate substantially in the future as a
result of a variety of factors, many of which are outside of our control,
including those discussed elsewhere in this filing.  We plan to significantly
increase our operating expenses and capital expenditures to expand our sales
and marketing efforts, promote the brand, continue to enhance the features and
functionality of our product line, upgrade our internal network infrastructure,
pursue new distribution channels and hire new personnel across all levels of
our organization.  We determine our operating expenses largely on the basis of
anticipated growth in our revenues, however,  some of our expenses are fixed in
the short term.  There are risks associated with the timing and achievement of
revenue targets due to a variety of factors, and there can be no assurance that
revenues will increase commensurately with expenses. We believe that our
expenses will exceed our revenues for the foreseeable future.  As a result of
these and other factors, our operating results may vary substantially from
quarter to quarter.

Seasonal Aspects.

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

Year 2000 Compliance.

      We have experienced no material problems as a result of the change from
the Twentieth Century to the Twenty-First Century, and none of our vendors or
customers have advised us that they have experienced any such problems in
connection with our receipt or performance of any products or services.  In
anticipation of potential Year 2000 problems, we adopted a Year 2000 readiness
plan designed to eliminate or mitigate the risk of such problems.  Any person
desiring to learn more about the specific Year 2000 readiness actions which
we undertook may contact us at the Company's headquarters.

Subsequent Events.

      On January 5, 2000 we issued 250,000 restricted common shares to
Pacific First National Corp., Inc. in consideration of Five Hundred Thousand
Dollars ($500,000.00).  The transaction was exempt pursuant to Sections 3 and
4 of the Securities Act of 1933 and applicable state exemptions.

Pursuant to an Acquisition Agreement and Plan of Merger (the  "Merger
Agreement") dated as of February 10, 2000 between Worldwide Wireless and
Tarrab Capital Group ("TCG"), a Nevada corporation, all the outstanding shares
of common stock of TCG were exchanged for 5,000 shares of our 144 restricted
common stock in a transaction in which we were the successor corporation and
TCG will cease to exist. A copy of the Merger Agreement and Certificate of
Merger were filed as exhibits to the Form 8-K filed in February, 2000.

On February 10, 2000, we issued 200,000 restricted common shares to Mutual
Ventures Corporation in consideration of $400,000 in legal fees paid to Sperry,
Young & Stoecklein for services rendered in connection with the Tarrab Capital
Group Merger.  Mutual Ventures Corporation paid for these legal services on our
behalf. The issuance of these shares was exempt from registration under the
Securities Act of 1933 by reason of Section 4(2) as a private transaction not
involving a public distribution.

On March 13, 2000 we issued 8,000 restricted common shares to Universal
Business Insurance, Inc. in consideration of an officer and director liability
insurance policy valued at $33,000.00.  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.

Subsequent to the close of the first quarter, Worldwide Wireless awarded 95
shares to Robert P. Kelly, Jr. and Mimi Grant, joint owners of Southern
California Technology Executive Network in compensation for its membership
in that organization. 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 May 15, 2000 we issued 100,000 restricted common shares to The Oxford Group,
Inc. in consideration of $350,000 in cash. The transaction was exempt from
registration pursuant to 4(2) of the Securities Act of1933 as a private
offering not involving any public distribution.

On May 25, 2000, we issued 144,887 shares of common stock for cash of $500000
at $3.45 per share, from a private investor on June 30, 2000.  We subsequently
recalled the shares and the $500,000 was rolled into an agreement to sell
$1,000,000 of convertible debentures and warrants to AMRO International, S.A.
and Trinity Capital Advisors, Inc.  A condition of the purchase is that we must
register the shares of common stock underlying these debentures and warrants
with the SEC.  These investors are selling stockholders in this registration
statement.  As the shares originally issued in May have not yet been physically
returned to us, we are continuing to reflect them as issued and outstanding;
however, we anticipate that they will be returned and cancelled out in the
fourth quarter of 2000. 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 June 1, 2000, we issued 20,157 shares of common stock to Schumann &
Associates in consideration of legal and management services rendered between
October 1999 and May 31, 2000, which were valued at $46,865. 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 June 1, 2000, Worldwide Wireless Networks, Inc. issued 25,000 shares of
common stock for services valued at $58,125. 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 June 14, 2000, Worldwide Wireless Networks, Inc. issued 5,000 shares of
common stock for services valued at $17,250.  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.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



		     Worldwide Wireless Networks, Inc.
		  (formerly Pacific Link Internet, Inc.)
                   Consolidated Financial Statements

                        December 31, 1999 and 1998




                              C O N T E N T S


Auditors' Report.....................................................3

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

Consolidated Statements of Operations................................6

Consolidated Statements of Stockholders' Equity......................7

Consolidated Statements of Cash Flows................................8

Notes to the Consolidated Financial Statements.......................9



                       INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders of Worldwide Wireless
Networks, Inc. (formerly Pacific Link Internet, Inc.):

We have audited the accompanying consolidated balance sheets of
Worldwide ireless Networks, Inc. (formerly Pacific Link Internet, Inc.)
as of  December 31, 1999 and 1998 and the related consolidated
statements of operations, stockholders' equity and cash flows for the
years then  ended and from inception on August 1, 1997 through
December 31, 1997. These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Worldwide
Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) as of
December 31, 1999 and 1998 and the results of its operations and cash
flows for the years then ended and from inception on August 1, 1997
through December 31, 1997 in conformity with generally accepted
accounting principles.



Salt Lake City, Utah
February 18, 2000


                       Worldwide Wireless Networks, Inc.
                          Consolidated Balance Sheets


<TABLE>
<CAPTION>
<S>                                                      <C>                <C>

     ASSETS
                                                                  December 31
                                                                  -----------
                                                          1999                  1998
                                                       ---------             ---------
CURRENT ASSETS

   Cash and Cash Equivalents (Note 1)              $     136,311               $     0
   Accounts receivable (net of allowance for
   doubtful accounts of $20,000 and
   $2,200, respectively)                                 165,091                29,340
   Employee advance                                        3,000                     0
   Inventory                                             129,861                     0
   Prepaid Expenses                                       18,912                     0
                                                       ---------             ---------
     Total Current Assets                                453,175                29,340
                                                       ---------             ---------
PROPERTY & EQUIPMENT (Note 1)

   Office equipment                                      103,231                28,833
   Leased equipment                                      177,653               209,751
   Machinery equipment                                 1,109,524               226,878
                                                       ---------             ---------
                                                       1,390,408               465,462
   Less:
     Accumulated depreciation - leased equipment        (165,255)             (130,111)
     Accumulated depreciation                           (282,495)              (28,491)
                                                       ---------             ---------
     Total Property & Equipment                          942,658               306,860
                                                       ---------             ---------
OTHER ASSETS

    Investments (Note 3)                                  36,885                     0
    Deferred Charges (Note 1)                             21,984                10,428
    Deposits                                              36,197                15,184
                                                       ---------             ---------
    Total Other Assets                                    95,066                25,612
                                                       ---------             ---------
     TOTAL ASSETS                                $     1,490,899         $     361,812

</TABLE>



                        LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
<S>                                                      <C>                <C>
                                                                  December 31
                                                                  -----------
                                                          1999                  1998
                                                       ---------             ---------
CURRENT LIABILITIES
   Bank overdrafts                                       $     0         $       4,092
   Accounts payable                                      655,485               522,337
   Accrued expenses                                       83,933                     0
   Lines of credit (Note 5)                               89,323                98,471
   Unearned revenue (Note 1)                             102,356                23,542
   Current portion of long-term liabilities (Note 4)     665,355               102,517
                                                       ---------             ---------
     Total Current Liabilities                         1,596,452               750,959
                                                       ---------             ---------

LONG TERM LIABILITIES (Note 4)

   Unearned Revenue (Note 1)                                   0                17,948
   Notes payable (Note 4)                                562,245                 9,277
   Notes payable-related party (Note 4)                   75,000                31,300
   Capital lease obligations (Note 4)                     30,340                88,190
   Less current portion                                 (665,355)             (102,517)

     Total long term Liabilities                           2,230                44,198
                                                       ---------             ---------
     TOTAL LIABILITIES                                 1,598,682               795,157
                                                       ---------             ---------
STOCKHOLDERS' EQUITY

   Common stock, 50,000,000 shares
   of $.001 par value authorized,
   11,799,988 and 7,000,000 shares issued
   and outstanding                                        11,800                 7,000
   Additional paid in capital                          2,415,345                98,145
   Retained earnings                                  (2,534,928)             (483,676)
   Officer receivables                                         0               (54,814)
                                                       ---------             ---------
     Total Stockholders' Equity                         (107,783)             (433,345)
                                                       ---------             ---------
TOTAL LIABILITIES AND
    STOCKHOLDERS' EQUITY                         $     1,490,899          $    361,812
                                                       =========             =========
</TABLE>

                       Worldwide Wireless Networks, Inc.
                    Consolidated Statements of Operations

<TABLE>
<CAPTION>
<S>                                <C>                   <C>                <C>
                                                                              From
                                                                          inception on
                                          For the years                  August 1,1997
                                              ended                         through
                                           December 31                     December 31
                                     1999                1998                 1997
                                   ---------           ---------             ---------
    STOCKHOLDERS' EQUITY                         $     1,490,899          $    361,812

REVENUES                       $   1,980,203          $  841,841          $    271,841

COST OF SALES                        972,802             430,600               189,382
                                   ---------           ---------             ---------
GROSS PROFIT                       1,007,401             411,241                82,459
                                   ---------           ---------             ---------
SELLING EXPENSES                     616,022             158,592                68,827

BAD DEBT EXPENSE                      40,317              94,861                15,657

GENERAL &
 ADMINISTRATIVE EXPENSES           2,377,133             455,126               138,939
                                   ---------           ---------             ---------
TOTAL OPERATING EXPENSES           3,033,472             708,579               223,423
                                   ---------           ---------             ---------
OPERATING INCOME (LOSS)           (2,026,071)           (297,338)             (140,964)
                                   ---------           ---------             ---------
OTHER INCOME
   AND (EXPENSES)

   Loss on investment                (13,115)                  0                     0
   Miscellaneous income               34,829              19,410                 6,163
   Interest expense                  (46,895)            (51,455)              (18,692)
                                   ---------           ---------             ---------
     Total Other Income
           and (Expenses)            (25,181)            (32,045)              (12,529)
                                   ---------           ---------             ---------
INCOME (LOSS)
  BEFORE INCOME TAXES             (2,051,252)           (329,383)             (153,493)

PROVISION FOR
   INCOME TAXES (Note 1)                   0                 800                     0
                                   ---------           ---------             ---------
NET INCOME (LOSS)               $ (2,051,252)       $   (330,183)         $   (153,493)
                                   =========           =========             =========
NET INCOME (LOSS) PER SHARE     $       (.21)       $       (.05)         $       (.03)
                                   =========           =========             =========
WEIGHTED AVERAGE
    OUTSTANDING SHARES             9,883,325           6,440,000             5,880,000
                                   =========           =========             =========
</TABLE>



                           Worldwide Wireless Networks, Inc.
                    Consolidated Statements of Stockholders' Equity
           From inception on August 1, 1997 through December 31, 1999 and 1998

<TABLE>
<CAPTION>
<S>                                              <C>                   <C>               <C>                  <C>
                                                                                          Additional           Retained
                                                         Common Stock                      Paid in             Earnings
                                                   Shares             Amount               Capital             (Deficit)
                                               ----------            --------             ---------           ---------
Balance at inception on
   August 1, 1997                                       0        $          0         $           0       $           0

Shares issued to organizers for cash            5,880,000               5,880                (3,380)                  0

Net income (loss) for the period
   ended December 31, 1997                              0                   0                     0            (153,493)
                                               ----------            --------             ---------           ---------
Balance on December 31, 1997                    5,880,000               5,880                (3,380)           (153,493)

Shares issued for cash                          1,120,000               1,120               101,525                   0

Net income (loss) for the year
   ended December 31, 1998                              0                   0                     0            (330,183)
                                               ----------            --------             ---------           ---------
Balance on December 31, 1998                    7,000,000               7,000                98,145            (483,676)

April 1, 1999 - Reverse acquisition
  and reorganization adjustment                 4,199,988               4,200               995,800                   0

April 2, 1999 - Stock issued for cash
   and services valued at $2.00 per share         400,000                 400               799,600                   0

June 1999 Warrants issued for services                  0                   0               122,000                   0

December 1999 - Stock issued for
   cash at $2 per share          200,000              200             399,800                     0

Net income (loss) for year ended
   December 31, 1999                                    0                   0                     0          (2,051,252)
                                               ----------            --------             ---------           ---------
Balance on December 31, 1999                   11,799,988        $     11,800         $   2,415,345       $  (2,534,928)
                                               ==========            ========             =========           =========
</TABLE>

                           Worldwide Wireless Networks, Inc.
                         Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
<S>                                                <C>                    <C>                <C>

                                                                                                   From
                                                                                              inception on
                                                              For the years                   August 1,1997
                                                                 ended                           through
                                                               December 31                     December 31
                                                        1999                  1998                 1997
                                                       -------               -------               -------
Cash Flows From Operating Activities

Net income (loss)                             $     (2,051,252)       $     (330,183)       $     (153,493)
Non-cash items:
   Depreciation & amortization                         321,246                97,736                26,362
   Bad debt                                                  0                94,836                15,657
   Loss on investment                                   13,115                     0                     0
   Stock and warrants issued for services              822,000                     0                     0
(Increase)/decrease in current assets:
   Accounts receivable                                (135,751)              (17,401)              (14,114)
   Accounts receivable-related party                    54,814               (39,486)              (18,853)
   Employee advance                                     (3,000)                    0                     0
   Prepaid expenses                                    (18,912)                3,263                (3,263)
   Deferred charges                                    (11,556)              (10,428)                    0
   Inventory                                          (129,861)                    0                     0
Increase/(decrease) in current liabilities:
   Bank overdraft                                       (4,092)                4,092                     0
   Accounts payable                                    133,148               336,665               128,317
   Accrued expenses                                     83,933                     0                     0
   Unearned revenue                                     60,866                41,490                     0
                                                       -------               -------               -------
     Net Cash Provided (Used)
         by Operating Activities                      (865,302)              180,584               (19,387)
                                                       -------               -------               -------
Cash Flows from Investing Activities

  Purchase of property and equipment                  (957,045)             (187,411)              (57,269)
  Cash paid for deposits                               (21,013)               (6,113)               (9,071)
  Cash paid for Investments                            (50,000)                    0                     0
                                                       -------               -------               -------
     Net Cash Provided (Used)
         by Investing Activities                    (1,028,058)             (193,524)              (66,340)
                                                     ---------               -------               -------

Cash Flows from Financing Activities

  Advances on line of credit                                98                 3,860                54,719
  Cash paid on line of credit                           (9,246)                    0                     0
  Cash from sale of stock                              500,000                72,645                32,500
  Cash received from debt financing                    633,468                     0                35,000
  Principal payments on long-term debt                 (94,649)              (64,519)              (35,538)
  Cash received in merger with Worldwide             1,000,000                     0                     0
                                                     ---------               -------               -------
     Net Cash Provided (Used)
         by Financing Activities                     2,029,671                11,986                86,681
                                                     ---------               -------               -------

    Increase/(decrease) in cash                        136,311                  (954)                  954

Cash and Cash Equivalents
     at Beginning of Period                                  0                   954                     0
                                                       -------               -------               -------
Cash and Cash Equivalents
     at End of Period                            $     136,311          $          0           $       954
                                                       =======               =======               =======
</TABLE>


                             Worldwide Wireless Networks, Inc.
                           Consolidated Statements of Cash Flows
                                         (continued)

<TABLE>
<CAPTION>
<S>                                                <C>                    <C>                <C>

Supplemental Cash Flow Information:
  Cash paid for interest                         $      28,119          $     61,725           $     8,422
  Cash paid for income taxes                     $           0          $          0           $         0

Non-cash financing transaction:
  Purchase of equipment
       with lease obligations                    $           0          $     24,784           $   184,967
  Stock and warrants issued for services         $     822,000          $          0           $         0

</TABLE>


NOTE 1 - Summary of Significant Accounting Policies

a.     Organization

The audited financial statements presented for December 31, 1999 and
1998,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 ceased to exist and Worldwide became the surviving
corporation.  Worldwide was organized in the State of Nevada on
June 10, 1992.  Worldwide recently raised $1,000,000 in anticipation
of the merger, and provided this as the only asset to the newly
combined organization.  The merger was treated as a reverse merger
for accounting purposes, therefore the December 31, 1999 period is
consolidated and the December 31,1998 and 1997 is that of the
accounting acquirer (Pacific Link Internet, Inc.) only.

b.     Recognition of Revenue, Deferred Charges, Unearned Revenue

The Company recognizes income and expense on the accrual basis of
accounting.  During 1998 and 1999, the Company entered into various
sales agreements whereby, a third party financial institution pays
a factored sales amount to the Company for sales contracts received
from customers with terms of 1 to 3 years.  The Company has deferred
the revenue on these contracts to be recognized over the time of the
contract.  Unearned revenue has been established on the books in
order to defer the revenues received from the third party on these
contracts.  The corresponding factoring fee has been deferred as an
asset called "deferred charges" and is also recognized over the life
of the contract.  All other sales are recorded when the services are
completed.

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.  The 1998 and 1997 weighted average shares have
been retroactively restated for the stock split treatment of the
reverse merger for comparability purposes.  Fully diluted earnings per
share has not been presented, because the earnings per share is the
same.  Warrants to purchase 400,000 common shares and employee stock
options have been eliminated in the fully diluted earnings per share
due to their anti-dilutive effect.


NOTE 1 - Summary of Significant Accounting Policies (continued)

d.     Provision for Income Taxes

     No provision for income taxes has been recorded due to net
operating loss carryforwards totaling approximately $2,535,000 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, 1999 and 1998:

       Deferred tax asset:                 1999             1998
                                          -------          -------
       NOL carrryforward            $     861,900    $     163,000
       Valuation allowance               (861,900)        (163,000)
                                          -------          -------
       Total                        $           0    $           0
                                          =======          =======

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 - 3 years;
                           DSL equipment - 1 year;
                  Furniture and fixtures - 7 years;
                        Office equipment - 5 years.

Depreciation expense for the period ended December
31, 1999, 1998 and 1997 is $321,246, $97,736 and $26,362, respectively.

NOTE 2 - Related Party Transactions

During 1999, the Company paid $16,300 to a shareholder for a note payable which
was outstanding from December 31,1998.

During 1999, the Company paid $15,000 to a shareholder for a note payable which
was outstanding from December 31, 1997.

During 1999, the Company received $75,000 from a shareholder for a note
payable.  As of December 31, 1999, the balance due is $75,000.


NOTE 3 -  Investment

In April 1999, the Company entered into an agreement with Bridge Technology,
Inc., wherein the Company contributed $50,000 for a 20% interest in Pacific
Bridge Net (PBN).  In addition to the capital contribution, the Company was to
provide consulting services to PBN for $50,000.

As of December 31, 1999, the investment has been reduced from $50,000 to
$36,885 due to the Company's 20% share of the $65,575 loss reported by PBN.
The Company uses the equity method of accounting for this investment.

NOTE 4 - Long-Term Liabilities

Long Term Liabilities are detailed in the following schedules as of
December 31, 1999 and 1998:

<TABLE>
<CAPTION>
<S>                                                      <C>                 <C>

Notes payable is detailed as follows:                      1999                1998
                                                         -------            --------
Note payable to an individual, payments due
monthly of $500 through July 2000, bears
interest at 7%, secured by equipment and
other assets.                                              3,777               9,277

Note payable to a corporation, payments due
monthly of $5,457 until paid in full, bears
interest at 12%, unsecured note                           58,468                   0

Note payable to a corporation, no monthly
payment, matures March 2000, bears interest
at 11%, guaranteed by an officer of the
Company and secured by business assets                   500,000                   0
                                                         -------            --------
Total Notes Payable                                      562,245               9,277
                                                         -------            --------
Notes payable related party is detailed as follows:

Note payable to a shareholder, non interest
bearing, due upon demand, unsecured note                 $     0        $     15,000

Note payable to a shareholder, non interest
bearing, due upon demand, unsecured note                       0              16,300

Note payable to a shareholder, no monthly
payment, payable on demand, bears interest
at 10%, unsecured note                                    25,000                   0



NOTE 4 - Long-Term Liabilities (continued)                        December 31,
                                                                  -----------
                                                           1999                1998
                                                         -------            --------
Note payable to a shareholder, no monthly
payment, payable on demand, bears interest
at 10%, unsecured note                                    50,000                   0
                                                         -------            --------
Total notes payable - related party                       75,000              31,300
                                                         -------            --------


Capital lease obligations are detailed in the following schedule as of
December 31, 1999 and 1998:
                                                           1999                1998
                                                         -------            --------
Capital lease obligation to a corporation
for antenna equipment, lease payments due
monthly of $710 through January 2001,
bears interest at 19.7%, secured by antenna
equipment.                                           $     8,815        $     13,790

Capital lease obligation to a corporation
for wireless equipment, lease payments due
monthly of $175 through May 2001,
bears interest at 18%, secured by
wireless equipment.                                        2,743               4,091

Capital lease obligation to a corporation
for wireless equipment, lease payments due
monthly of $1,244 through October 2000,
bears interest at 15.5%, secured by wireless
equipment.                                                17,567              23,689

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $1,248 through December 1999, bears
         interest at 32.5%, secured by equipment.          1,215              12,644

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $841 through October 1999, bears
         interest at 17%, secured by equipment.                0               7,792

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $721 through January 2000, bears
         interest at 19.4%, secured by equipment.              0               8,388



NOTE 4 - Long-Term Liabilities (continued)                        December 31
                                                                  -----------
                                                            1999                1998
                                                         -------            --------
Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $545 through August 1999, bears
         interest at 19.2%, secured by equipment.              0               3,582

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $997 through December 1999, bears
         interest at 24.1%, secured by equipment.              0              10,532

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $680 through January 1999, bears
         interest at 24.1%, secured by equipment.              0                 667

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $338 through July 1999, bears
         interest at 19.1%, secured by equipment.              0               2,219

Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $205 through April 1999, bears
         interest at 15.2%, secured by equipment.              0                 796
                                                         -------            --------
Total Lease Obligations                                   30,340              88,190
                                                         -------            --------
Total long term liabilities                              667,585             128,767

Less current portion of:
  Notes payable                                          562,245               5,526
  Notes payable - related party                           75,000              31,300
  Capital lease obligations                               28,110              65,691
                                                         -------            --------
Total current portion                                    665,355             102,517
                                                         -------            --------
Net Long Term Liabilities                            $     2,230        $     26,250
                                                         =======            ========


Future minimum principal payments on notes payable are as follows at
December 31, 1999:

          2000                                                               637,245
                                                                            --------
          Total notes payable                                           $    637,245
                                                                            ========



NOTE 4 - Long-Term Liabilities (continued)

Future minimum lease payments are as follows at December 31, 1999:

          2000                                                                32,626
          2001                                                                 1,585
                                                                            --------
                                                                                   0
Less portion representing interest                                             3,871
                                                                            --------
Total                                                                   $     30,340
                                                                            ========
</TABLE>


NOTE 5 - Lines of Credit

The Company has three lines of credit with three banks with total
credit of $106,000.  The average interest rate is 11.75%.  The
balances due at December 31, 1999 and 1998 were $89,323 and $98,471,
respectively.

NOTE 6 - 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 7 - Commitments and Contingencies

          The Company has an operating lease for office space.
Monthly lease payments are due of $2,549 for sixty months starting
May 1, 1998 and ending April 30, 2003.

          The Company has an operating lease for antenna space on a
roof.  The agreement calls for monthly payments of $350 the first six
months, $450 the next six months, and $500 for the remaining 48 months
of the sixty-month contract.  The lease began on September 15, 1998
and ends on August 31, 2003.

The Company has an operating lease for office space.  Monthly lease
payments are due of $4,021 for sixty months starting October 15, 1998
and ending September 30, 2003.

The Company has an operating lease for office space.  Monthly lease
payments are due of $10,083 and the lease expires in March 2004.

The Company has an operating lease for roof space.  Monthly lease
payments are due of  $250 for sixty months starting September 15, 1998
and ending August 31, 2003.

The Company has an operating lease for roof space.  Monthly lease
payments are due of  $300 for sixty months starting November 16, 1998
and ending October 31, 2003.


NOTE 7 - Commitments and Contingencies (continued)

The Company has an operating lease for roof space that could potential
ly scure up to three antennas.   The agreement calls for minimum
monthly payments for the initial antenna of $1,000 the first twelve
months, $1,050 the next twelve months, $1,103 the following twelve
months, $1,158 the next twelve months, and $1,216 for the remaining
twelve months of the sixty-month contract.   Each additional antenna
(limit of three total) will require monthly payments of $750 the first
twelve months, $788 the next twelve months, $827 the following twelve
months, $868 the next twelve months, and $912 the remaining twelve
months.   The lease began on October 1, 1998 and ends on September 30,
2003.

The Company has an operating lease for roof space.  Monthly lease
payments are due of  $1,300 for use of a one directional antenna or
$1,300 for use of a four directional antenna for sixty months starting
October 1, 1998 and ending September 30, 2003.

The Company has an operating lease for roof space.  Monthly lease
payments are due of  $250 for thirty-six months starting December 2,
1998 and ending November 30,
2001.

The Company has an operating lease for roof space.  Monthly lease
payments are due of  $200 for thirty-six months starting August 1,
1999 and ending July 31, 2002.

The Company has an operating lease for roof space.  Monthly lease
payments are due of  $300 for thirty-six months starting April 1,
1999 and ending March 31, 2004.

Future minimum operating lease payments are as follows at December 31, 1999:

       2000                    $          264,836
       2001                               265,473
       2002                               263,134
       2003                               216,578
       2004                                33,153
                                        ---------
       Total                   $        1,043,174
                                        =========

                       The Company is obligated under employment
contracts to officers of the Company through December 31, 2003,
for $110,000 total compensation per year.

     The Company has an investor group committed to providing
capital for the Company's continued expansion and operations.
If this funding source did not provide the necessary capital
needed, the Company would need to find additional sources of
funding, or cut back on the expansion process to maintain
operations.

NOTE 7 - Commitments and Contingencies (continued)

       In November 1999, the Company entered into a purchase
agreement with Adaptive Broadband Corporation(Adaptive).
The Company has agreed to purchase wireless telecommunications
equipment from Adaptive.

Details of the agreement are as follows:
                                                         Unit Prices
                                                         -----------
                                                 Subscriber       Access
   Time Frame          Quantity Commitment          Units          Points
-----------------     ----------------------     ----------      ----------
0-12 months after      2,624 units               $1,675,000      $2,075,000
  effective date

13-24 months after    additional 5,120 units     $1,250,000      $1,650,000
  effective date

25-36 months after    additional 7,760 units     $1,000,000      $1,400,000


NOTE 8 - Employee Stock Option Plan

On August 13, 1999, the Company established an Employee Stock
Ownership Plan (the Plan).  The Plan covers both current and
prospective employees, consultants and directors.  Employees
will be covered under the Incentive Stock Option and consultants
will be covered under the Nonstatutory Stock Option.

The exercise price for each option shall be established by the
Company Board of Directors.  The exercise price per share for an
Incentive Stock Option cannot be less than the fair market value
of a share of stock on the effective grant date.  The exercise
price per share for a Nonstatutory Stock Option cannot be less
than 85% of the fair market value of a share of stock on the
effective date of the option.

As of December 31, 1999, there are 326,175 options granted, of
which 33,216 are vested.  Per FASB 123, the Company is not
required to recognize compensation when the options vest since
exercise price for all the options granted were at fair market
value on the date of grant.  No options are exercisable after
the expiration of 10 years after the effective grant date.
The maximum number of shares to be issued under the plan is
1,000,000.


NOTE 8 - Employee Stock Option Plan (continued)

A summary of the option activity follows:
-----------------------------------------------------------------------------
                    Options Available  Options Outstanding   Weighted Average
                     for Grant                                Exercise Price

Granted                1,000,000            326,175                3.00
Exercised                      0                  0                   0
Cancelled / Forfeited          0                  0                   0
Balances, 12/31/99     1,000,000            326,175                3.00
-----------------------------------------------------------------------------

     Pro forma information regarding net income and earnings per share
is rquired by SFAS N. 123. This information is required to be determined
as if the company had accounted for its employee stock options granted
during the year under the fair value method of that statement. The fair
value of options granted in 1999 reported below has been estimated at
the date of grant using the Black-Scholes option pricing model with the
following weighted average assumptions:

     Expected life (in years)               10
     Risk-free interest rate               6.0%
     Volatility                             50%
     Dividend yield                          0%

     For purposes of pro forma disclosures, the estimated fair value of
the options is amortized to expense over the options' vesting periods.
The company's pro forma information follows:

                                                       1999          1998
                                                    ---------       -------
     Pro forma net income                          (2,120,000)     (330,183)
     Pro forma basic earnings per share                  (.22)         (.05)

NOTE 9 - Reverse Acquisition and Reorganization

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 the Company 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.



NOTE 10 - Warrants

In June 1999, the Company issued warrants to purchase common stock at
various prices for services.  The fair value of the warrants were
determined using the Black-Scholes option pricing model with the following
assumptions: risk free interest rate of 7%; warrant life of 5 years;
volatility of 25% with no dividend yield.  The Company recorded expenses
of $122,000 in connection with the warrant issuance.  No warrants were
exercised at December 31, 1999 and the following are outstanding:

            Warrants        Exercise Price
            --------        --------------
             100,000      $ 3.00 per share
             100,000        4.00 per share
             200,000        5.00 per share
             -------
             400,000
             =======

NOTE 11 - Subsequent Events

On February 10, 2000, the Company entered an agreement to acquire all
outstanding stock of Tarrab Capital Group, a Nevada corporation, with
the issuance of 5,000 shares of the Company.  Tarrab is an inactive
public company with no assets and no revenues or operations for the
year ended December 31, 1999.

NOTE 12 - Stockholders' Equity Transactions

During 1998, the Company issued 1,120,000 shares of common stock at
$.10 per share for cash.

On April 1, 1999, the Company issued 7,000,000 shares in the reverse
merger acquisition with Pacific Link Internet (See Note 9).

On April 2, 1999, the Company issued 400,000 shares of common stock
for cash of $100,000 and services valued at $700,000.

In June 1999, the Company issued warrants to purchase stock at 3.00,
4.00 and 5.00 per share, valued at $122,000 (See Note 10).

In December1999, the Company issued 200,000 shares of common stock for
cash of $400,000, at $2 per share, from a private investor.



NOTE 13 - Prior Period Restatement

Accounts receivable - related party was reclassified as a contra equity
account for the period ended December 31, 1998, to conform to SEC
regulations for officer receivables.   Assets decreased by $54,814 and
Equity decreased the same amount for this restatement.




ITEM 9: 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 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      The information on directors of the registrant called for by this Its is
incorporated by reference to the section entitled "Election of Directors and
Management Information" in the Company's Proxy Statement for its 2000 annual
shareholders meeting which will be filed with the United States Securities and
Exchange Commission.  The information on executive officers of the registrant
called for by this Item is included herein in the section entitled "Executive
Officers of the Registrant."


ITEM 11: EXECUTIVE COMPENSATION

      The following table shows compensation of our executive officers for our
      last completed fiscal year.

SUMMARY COMPENSATION TABLE

Annual Compensation

                               Fiscal      Annual                  Other
Name and Principal Position     Year      Salary ($)    Bonus   Compensation

Jack Tortorice                  1999       $ 98,000     $  0       $  0
Chief Executive Officer
and Director

Thomas Rotert                   1999       $  0         $  0       $  0
Secretary and Treasurer


Compensation of Directors.

      We do not have any standard arrangement for compensation of our directors
for any services provided as director, including services for committee
participation or for special assignments.

Employment Contracts.

      On January 1, 1999, we amended our employment agreement with Mr.Tortrice.
The agreement is for an initial term of five years, terminating on December
31, 2003.  However, the agreement automatically renews for one year for the
next four years after the initial term.  Mr. Tortorice receives a salary of
$98,000 per year.  He has a $500 car allowance per month and will be
reimbursed for expenses incurred on our behalf.  We may terminate the agreement
for cause, as defined in the agreement.  Pursuant to the agreement, if we
terminate the agreement we have agreed to buy back his original shares,
3,00 common shares, for $25 a share and we will distribute a pro rata share
of profits to each of them.   Mr. Tortorice may terminate the agreement by
giving us 30 days notice.

      On January 1, 2000, we entered into an employment agreement with
Mr. Bream for an initial term of five years, terminating on December 31, 2004.
Mr. Bream agreed to be employed as our President and Chief Operating Officer
for an interim period of sixty (60) days after which time he will become our
Chief Executive Officer for the remainder of the term of the contract.
Mr. Bream receives a salary of $120,000 per year and stock options pursuant
to our employee stock option plan for an aggregate of 580,000 common shares.
Such options include the right to purchase 100,000 common shares with an
exercise price of $3.00, which vest immediately, and the right to purchase
20,000 common shares each month for the first twenty-four months of employment.
Worldwide Wireless may terminate Mr. Bream's employment with written
notification with out cause and for cause, as defined in the agreement.
Worldwide Wireless is obligated to pay a severance payment equal to six months
of salary if termination is without cause.  Mr. Bream may terminate the
employment with thirty-days written notice.

1999 Stock Option Plan.

On August 13, 1999, the Company established an Employee Stock Ownership Plan
(the Plan).  The Plan covers both current and prospective employees,
consultants and directors.  Employees will be covered under the Incentive
Stock Option and consultants will be covered under the Nonstatutory Stock
Option.

The exercise price for each option shall be established by the Company Board
of Directors.  The exercise price per share for an Incentive Stock Option
can not be less than the fair market value of a share of stock on the
effective grant date.  The exercise price per share for a Nonstatutory Stock
Option can not be less than 85% of the fair market value of a share of stock
on the effective date of the option.

      As of December 31, 1999, there are 326,175 options granted but none have
yet vested.  Per FASB 123, the Company recognized compensation when the options
vest, therefore no compensation has been recorded for these options.  No
options are exercisable after the expiration of 10 years after the effective
grant date.  The maximum number of shares to be issued under the plan is
1,000,000.


ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
 OWNERS AND MANAGEMENT

      The following table sets forth the beneficial ownership of our outstanding
common stock of: (i) each person or group known by us to own beneficially more
than 5% of our outstanding common stock, (ii) each of our executive officers,
(iii) each of our directors and (iv) all executive officers and directors as a
group.  Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to
securities.  Except as indicated by footnote, the persons named in the
table below have sole voting power and investment power with respect total
shares of common stock shown as beneficially owned by them.  The percentage of
beneficial ownership is based on 11,799,988 shares of common stock outstanding
and options and warrants exercisable within 60 days as of December 31, 1999.


Common Stock Beneficially Owned
--------------------------------

Name and Address of              Number of Shares of
Beneficial Owners                   Common Stock         Percentage of Class

Dennis and Susan Shen               3,084,500 (1)              26.1%
770 The City Drive South,
Suite 3700
Orange, California 92868

Sean LeMons                           777,600 (2)               6.4%
15123 Brookhurst #205
Westminster, California 92683

Ming-Chau Yeung                       774,000 (1)               6.3%
9 Red Coat Place
Irvine, California 92602

(1)       Dennis Shen is the record owner of 500,000 shares and options to
purchase 4,500 shares, he and Susan Shen jointly own 1,806,000 shares, and
they share voting and investment power of 774,000 shares held by Susan's
mother, Ming-Chau Yeung.


(2)       Includes options to purchase 3,600 shares exercisable within 60 days.


Disputed Beneficial Ownership.

      In September 1998, Pacific Link entered into an option agreement with
DFL Capital Partners, LLC.  According to the agreement DFL Capital Partners,
LLC was granted the option to buy 50,000 common shares at$0.10 per share.
The right to exercise the option vested immediately and remained exercisable
for ten (10) years  The amount of common shares subject to the options would
adjust according to recapitalizations of Pacific Link.  The parties to this
agreement are currently in a dispute as to the application of this agreement
to our common shares, and have filed a lawsuit in connection with such dispute,
which is described in detail under the heading "ITEM 3: LEGA PROCEEDINGS"
above.  Depending upon the resolution of this dispute, we may have up to
700,000 common shares subject to these options and if the optionee exercises
the options it may become a 5% shareholder.


MANAGEMENT

Common Stock Beneficially Owned

Name and Address of           Number of Shares of
Beneficial Ownership            Common Stock            Percentage of Class

Jack Tortorice                  2,910,500 (3)                  24.6%
770 The City Drive South,
Suite 3700
Orange, California 92868

Charles C. Bream III              160,000 (4)                   1.1%
770 The City Drive South,
Suite 3700
Orange, California 92868

Thomas Rotert                         0                         0.0%
2900 Bristol Street
Suite D-208
Costa Mesa, CA 92626


All executive officers and
directors as a group            3,070,500                      26.02%


(3)       Includes options to purchase 4,500 shares exercisable within
          60 days.

(4)       Represents options to purchase 140,000 shares exercisable
          within 60 days.


ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The Company has entered into Employment Agreements with Jack Tortorice
and Charles C. Bream, III, who serve as the Company's Chairman of the Board of
Directors and Chief Executive Officer, respectively. These agreements call for
the Company to compensate Messrs. Tortorice and Bream with a combination of
cash and stock, as described above (See: Executive Compensation").

      Thomas Rotert, a Director of the Company, also serves as our Corporate
Secretary and Treasurer.  Mr. Rotert does not receive any compensation for
serving in these capacities, however his law firm,  Schumann & Associates,
has been engaged by us to represent us as general legal counsel, for which
they receive compensation in cash as well as options to purchase common stock
of the Company under our 1999 Stock Option Plan.  All stock to which Schumann
& Associates is entitled is purchasable at its trading price on the date
exercised, and options are earned at the end of each month at the rate of
10,000 options per month of service.

      Dennis Shen, who formerly served as a Director of the Company, resinged
from that position in February 2000 (See "Executive Officers of the
Registrant").  He has continued to provide services to the Company under a
Consulting Agreement, for which he receives cash compensation equal to
$50,000 per year, and will be responsible for, among other things, monitoring
the Pacific Bridge Net and Global Bridge E Net ventures on behalf of the
Company. (See: "Business: Product Development").

      Sean LeMons, another founder of the Company and a holder of more than 5%
of our outstanding stock, is an employee of the Company.  His annual salary
for FY1999 was $57,600.




PART IV


ITEM 14: EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES
AND REPORTS ON FORM 8-K

(A)      Financial Statements and Schedule

      The financial statements and schedules filed with this Form 10-K are set
forth in the Index to Consolidated Financial Statements and Schedules at page
F-1, which immediately precedes such documents.

(B)      Reports on Form 8-K

      A Form 8-K was filed on February 10, 2000, reporting our acquisition of
Tarrab Capital Group ("TCG") wherein all the outstanding shares of common
stock  of TCG were exchanged for 5,000 shares of our restricted common stock.
We were the successor corporation in that merger, and TCG ceased to exist.



FINANCIAL STATEMENTS




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.


Worldwide Wireless Networks, Inc.
----------------------------------
  (Registrant)

  By: /s/ Jerry Callazo, President
  ----------------------------------
  (Signature and Title)

 February 15, 2001
  ----------------------------------
  Date


In accordance with the Securities Exchange Act of 1934, 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/                Chief Executive            February 15, 2001
Jerry Callazo      Officer

/s/
Jerry Callazo      President                  February 15, 2001
                   Chief Operating Officer