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, 2000

                                       OR

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

                       COMMISSION FILE NUMBER  000-27989

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


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


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


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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes  [X]  No  [ ]

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


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




              Title                      Shares Outstanding as of March 28, 2001

Common  Stock,  par  value  $.01                    15,325,754


     As  of  March 28, 2001, 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  $2,911,893.26.


                                      -2-
<PAGE>

                        WORLDWIDE WIRELESS NETWORKS, INC.
                                  FORM 10-KSB/A
                      FOR THE YEAR ENDED DECEMBER 31, 2000

                                Table of Contents


PART I

Item 1    Description of Business                                       Page  4

Item 2    Description of Property                                       Page  12

Item 3    Legal Proceedings                                             Page  13

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

PART II

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

Item 6    Management's Discussion and Analysis or Plan of Operations    Page  18

Item 7    Financial Statements                                          Page  28

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

PART III

Item 9    Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act             Page  28

Item 10   Executive Compensation                                        Page  31

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

Item 12   Certain Relationships and Related Transactions                Page  34

Item 13   Exhibits and Reports on Form 8-K                              Page  35


                                      -3-
<PAGE>
                                     PART I


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


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


ITEM  1:  DESCRIPTION  OF  BUSINESS

General
-------

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


                                      -4-
<PAGE>
We  are  a  networking  solutions  company  which  specializes  in providing our
customers with 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 cumulative operating
losses  of  $7,190,000  as  of  December  31,  2000,  primarily due to continued
investments  we  have  made  in an effort to expand our existing network.  In an
effort  to gain profitability, we have postponed our earlier expansion plans for
an  indefinite  period  of  time  so  that  we  can concentrate on enhancing our
services  in Orange County, California.  We anticipate that 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  ownership  that  our  existing
shareholders own of our company.   If we are unable to access this capital, then
we will be unable to achieve profitability as planned.  Management has developed
a  cost  reduction  plan  which  is currently being implemented.  This plan will
allow  us  to  focus  on  our  efforts  in Orange County, California, during the
near-term.

Large  scale  commercial  operations began in April 1999 and, as of December 31,
2000,  we  provided high-speed wireless services to approximately 280 commercial
customers. Our high-speed wireless network currently serves approximately 85% of
the  Orange  County,  California area.  Although we had began to expand into Los
Angeles County, California, and other areas outside of California, we are in the
process  of  terminating  activities  in  those areas temporarily so that we can
focus  on  enhancing  our Orange County, California business, gain profitability
and  then  resume  our  expansion  plans.  We  deliver  wireless services to our
customers,  ranging  from  256Kbps  to  100  Mbps, which are high speed Internet
access  options.  We  opened  a  co-location  facility  providing central office
services  to  12  customers  as  of December 31, 2000.  To facilitate our market
expansion  we  hired a direct sales force with support and management teams.  We
do  not  anticipate  a  reduction  of  our  employees  due to the move away from
expansion,  as  our  sales  force  will  redirect  all efforts to Orange County,
California.


Our name, Worldwide Wireless Networks, was designed to indicate to customers and
others  our  vision of providing our high-speed Internet access services through
the  development  of an international network.  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
Technology,  described  later  in  this filing, 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
technologies  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  actions  we  may  be able to take to further protect the name
Worldwide  Wireless  Networks in general.  As of the date of this filing, we are
not  aware  of  any other conflict involving our name in any other jurisdiction,
although  there  can be no guarantee that none exists or will not develop in the
future.

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


                                      -5-
<PAGE>
Worldwide  Wireless'  Products  and  Markets
--------------------------------------------

WIRELESS  NETWORK

We  have  the  technical  expertise  to  build  and operate large scale wireless
networks  without relying on an existing wire-based network, such as a telephone
network's  copper  lines.  Our wireless network 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", and distribution radios which connect to the end customer.
We  currently  operate  a  wireless  network  which  has  been  operational  for
approximately  three  years  and  cover  an  estimated  85%  of  Orange  County,
California.  Starting  from  December  31,  1999,  we  were  providing  wireless
services in Los Angeles County, California, but we are in the process of phasing
out  these operations so that we can focus our efforts on enhancing our services
and  business  in  Orange  County,  California.  We  currently  rely on fifteen,
fully-operational  POPs,  which  are  generally  located  on  the  tops  of tall
buildings.  We  negotiate  long-  term  site  licenses  for  each  POP location.

The  typical POP site consists of one indoor/outdoor equipment cabinet (62" H  x
23"  W  x 34" D) and an array of four to eight small sectional antennas (42" H x
4"  W).  The  sectional  antennas  can  be  painted  any color to match existing
surroundings.  There  is  no  roof penetration, and once the system is installed
there  are  minimum  inspections.  We  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 believes
that  the  current  market for these facilities is sufficient to meet our needs,
and  that  they  are  reasonably  priced;  however,  the  ability to acquire and
maintain  these  rights  is,  and  will continue to be, a material factor in our
success.

In  general,  our  end  customers  must  be  within five miles of a POP and have
line-of-sight  visibility  between  the  POP  and  an  antenna  located at their
building.  The  five  mile standard is based upon the equipment we 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 POP, where the
signal is communicated to our broadband switching center and then onto its final
destination.


                                      -6-
<PAGE>
Our  wireless  network has been designed to provide our customers with flexible,
rapidly-installed  and  reliable high-speed internet connectivity.  For example,
during  the  Panasonic Shock Wave Beach Games in August of 1999 we established a
temporary  wireless system which provided Internet access to the participants on
the  beach.  We  are  able  to  install  the necessary equipment at a customer's
business  within two to five days.  Actual installation of a wireless system may
take  as  little as four hours. Installation and incorporation into our wireless
network  can  be  accomplished  as  fast  as  within 48 hours following a signed
service  order. This can be accomplished when we rely on installation scheduling
and  preparation  prior  to  contract signing.  However, we generally plan for a
three  week  time period for completion of installation.  We  manage our network
traffic by using routing equipment that measures and controls packet flows (data
bundled  for transmission) 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 wide 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 connection
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 transmits 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 unlicensed
frequencies  in  the  2.4  Ghz ISM bandwidth, 5.8 Ghz ISM bandwidth, and 5.2 Ghz
UNII  bandwidth  ranges.  Ghz,  (giga hertz) is a measurement of electromagnetic
energy  which  is  equivalent  to one "wave" or cycle per second.  The bandwidth
range  determines  whether federal licensing is required.  Some frequencies must
be  licensed  by  the U.S. Federal Communications Commission, whereas unlicensed
frequencies  are  part of the radio spectrum that the general public may use for
personal  radios.  The licensing required is determined on a site-by-site basis,
depending  on  the  distance  and  type of network link. Reliability 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 three years of operations
we  experienced no significant weather interference, nor did we expect to, since
the  low  frequencies  which  we  use  are rarely affected by weather conditions
(other than hail).  We are not sure how a wireless network in geographical areas
with  more  severe  weather  than  Southern  California  would  be affected, but
management  does  not  believe  that  weather conditions will pose a significant
factor  to  our  ability  to  provide  high-quality  wireless  services.


                                      -7-
<PAGE>
PRINCIPAL  SERVICES

High-speed  Internet:  We  offer  connections to the Internet at speeds from 128
--------------------
kbps to 100 Mbps.  This service provides always-connected, secure access for all
sizes  of  commercial  businesses.  These connections are primarily supported by
our  wireless  network  with the balance of customers being served by 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, 2000, we had approximately 280
high-speed  wireless  customers.

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

Data Center Services: We offer web hosting, web site development and co-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,  2000,  we  provided  these  services  to
approximately  292  customers.

Network  Consulting:  We  offer  design  and implementation services for private
-------------------
wireless  networks  and  consulting  services  to  develop  network  hardware
components.  As  of  December  31,  2000,  we  provided  these  services  to
approximately  11  customers,  representing  3%  of  our total revenues for that
fiscal  quarter.

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 efforts on our
Orange  County,  California  customer  base, our management believes that we can
utilize  our  existing  network  assets,  brand  equity,  central  facilities,
administration,  and  technical  resources  to efficiently grow our business and
become  profitable.

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.


                                      -8-
<PAGE>
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 years 1999 and 2000, 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 the customer.  In general, our
target  interval  for  installation is three weeks.  As of December 31, 2000, we
estimate that our revenue from contracts for services ordered but not yet filled
to  be  approximately  $120,000,  of  which  approximately  $10,000  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 recognition, work coverage, technical resources,
and  sales  forces  much larger than ours.  These providers may have substantial
financial and technical resources directed at the same markets served by us.  As
a  result, from time to time, we 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 to compete successfully 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 telecommunications
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 Rhythms 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 television
companies  which  have  converted  cable  television  coaxial  lines  to support
bi-directional,  high-speed  network  services,  and  we  also  compete  with
Internet-dedicated  access companies, like Verio, Concentric, and Level 3, which
specialize  in Internet protocol products that include data center services, web
hosting,  virtual  private  networking, network consulting, and related products
and  services.

We  compete  with  these companies in the areas of rapid installation, technical
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.


                                      -9-
<PAGE>
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,  the  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 incorporated 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, or deviate from our
expectations  for performance.  However, management believes these vendors could
be  replaced  within  approximately  60 days should that become necessary in the
future.  Our  agreements  with  our  customers  typically  require  specific
performance  on our part for financial, service, or operational actions, and any
failure  in  our  performance  due to a vendor's non-performance could result in
penalties  and/or  increased  costs of operation for us.  As is customary in the
industry,  damages  owed  by  a  company  for  failure  to provide bandwidth are
generally  limited  to  service  credits  for  the  circuits  affected.


In  November  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.
Due to the expense of retro-fitting our network to be able to use the equipment,
we  terminated  this  agreement on February 15, 2001 and have returned equipment
that we acquired pursuant to the contract.  This will result in a reduction both
in  inventory  and  accounts  payable  of  approximately $1,485,240 in the first
quarter  of 2001.  The termination of this agreement is not expected to have any
material impact on our continuing operations, and we will incur a restocking fee
of  $20,000.



                                      -10-
<PAGE>
Trademark,  License  and  Intellectual  Property
------------------------------------------------

Our  primary service mark in our service area of Orange County is Global Pacific
Internet,  because  the  name  Worldwide  Wireless  was not available to us as a
corporate  name  from  the  Secretary  of State of California.  We 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  agreements and other contractual
covenants,  as well as the statutory protections of the California Trade Secrets
Act  to  establish  and  protect  our technology and other intellectual property
rights.  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
infringement  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.

As  of  December  31,  2000,  we  held twelve (12) FCC private operational fixed
microwave  radio station licenses. (See:  Item 1:  Government Regulation 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 like ours is that it
establishes  superior  rights  as  against third parties to provide our services
using the frequencies and in the locations for which these licenses are granted.
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 ordinary
operations.  Therefore,  we  have not spent any material amount for research and
development  during  the  past  two  fiscal  years.

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


                                      -11-
<PAGE>
Government  Regulation
----------------------

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

A  large  portion  of  our  wireless  networks  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 unlicensed radio spectrum
currently  used  in  the  wireless  networks.

EMPLOYEES

We currently have a total of 25 full-time employees.  These individuals bring us
expertise  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:  DESCRIPTION  OF  PROPERTY

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.

As  of December 31, 2000, we leased two office spaces in Irvine, California. The
first office space, located at 5 Park Place, is 1,062 square feet and housed our
sales  agents. We subsequently modified the lease to rooftop access only, and we
do  not  occupy  any  office  space.  The second office space is located at 8001
Irvine  Center  Drive, and is subleased to a computer consulting company for the
cost  of  the  lease (which is approximately $4,021 per month. We opened a sales
office in Lo Angeles County, California, that comprises 1,993 square feet and is
located  at  5933  Century Boulevard, Los Angeles, CA. The lease for that office
has  a five year term, expiring in March 2005. Monthly rent is $2,889.85 for the
first  thirty  months of the lease, escalating to $3,089.15 for the remainder of
our  lease  term.


                                      -12-
<PAGE>
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:

Pacific  Industrial  Partners
-----------------------------


On July 12, 2000, a lawsuit was filed in Orange County Superior Court against us
and  some  of  our  officers,  directors  and shareholders by Pacific Industrial
Partners,  LLC  and  its  corporate  affiliates  ("PIP") for breach of contract;
breach  of  the  implied  covenant  of  good  faith and fair dealing; promissory
estoppel;  and  intentional  interference  with  existing contract.  The dispute
arises  out  of  a convertible debt proposal we signed dated January 6, 2000, as
amended, in which PIP proposed to finance up to $2.5 million dollars through the
purchase  of  convertible  notes  at  eight  percent interest (with an option to
purchase up to $3 million dollars in additional notes). Under this proposal, the
conversion  price  was  to be $2 per share for the initial notes, and 50% of the
average  closing  bid  price  for the 5 trading days prior to conversion for the
additional  notes if PIP exercised its option.  In addition, PIP agreed to grant
rooftop  rights  to  us  under  purportedly  favorable  leasing agreements.  The
proposal  was  subject  to  completion  of  due diligence by PIP, the deposit of
$100,000  of  earnest money into escrow by PIP, the negotiation and execution of
final  legal  documents  and  agreements  between  PIP and us, the receipt of an
opinion  of  counsel,  and  our  obtaining  all legally-required consents to the
transaction, including the approvals of our shareholders and Board of Directors.

Upon  receipt  of  the  proposed  legal  documentation  from  PIP, much of which
contained  terms  and  conditions not in the original proposal letter, and which
management  and  our Board of Directors viewed as onerous to our company and its
existing  shareholders,  our  legal  counsel  notified  PIP's  counsel,  at  the
direction  of  our  board, that the board could not vote in good faith to accept
the new transaction terms as proposed without breaking the fiduciary duties owed
to  its  shareholders,  and  we  ceased  negotiations with PIP.  Our management,
including our in-house counsel, have reviewed the complaint filed by PIP, and it
feels there is little merit in the claims raised by PIP.  As of the date of this
filing,  we  are  in  settlement negotiations with PIP to resolve the matter and
avoid  further  litigation.

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

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



                                      -13-
<PAGE>
ITEM  4:  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     None.

                                     PART II

ITEM  5:  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

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

Our  common  stock is traded over-the-counter and quoted on the Over the Counter
Electronic  Bulletin  Board  under  the  symbol  "WWWN."  The  following  table
represents  the range of the high and low bid prices of our stock as reported by
the  NASDAQ  Trading  and Market Services for each fiscal quarter beginning with
the  first  quarter  of  1999 and ending with the fourth quarter of 2000.  These
quotations  represent  inter-dealer prices, without retail mark-up, mark-down or
commission  and  may  not  represent  actual  transactions.

          Year  Quarter                    High          Low
          ----  --------------             ----          ----
          1999  First Quarter              4.00          4.00
          1999  Second Quarter             6.00          0.41
          1999  Third Quarter              4.75          2.88
          1999  Fourth Quarter             4.00          2.50
          2000  First Quarter              9.56          4.50
          2000  Second Quarter             7.85          3.19
          2000  Third Quarter              3.56           .85
          2000  Fourth Quarter             1.69          0.25


We  have  1,225,000  common  shares  subject  to  the  exercise  of  warrants.
Approximately  8,400,000  shares  of our outstanding common stock are subject to
the  resale  limitations  of Rule 144.  Additionally, we have submitted a filing
with  the  SEC  that  has been amended (Number 333-57108) and is currently under
review  by the SEC.  In this amended filing, we are registering up to 17,562,500
shares of common stock pursuant to our agreements with Trinity Capital Advisors,
Inc.  and  AMRO  International,  S.A.

Use  of  Proceeds  from  SB-2/A,  declared  effective  February  12,  2001
--------------------------------------------------------------------------

On  February  12, 2001, the SEC declared effective our filing (Number 333-42774)
in  which  we  registered  11,970,060  shares  of  common stock to the following
selling  stockholders:  Whitsend  Investments,  Ltd.,  AMRO  International S.A.,
Trinity  Capital  Advisors,  Inc.,  Columbia  Financial  Group, Inc., Technology
Equity  Fund  Corp.,  The  Oxford  Group,  Inc., and Schumann & Associates.  The
selling  stockholders  will  receive  all  of  the proceeds from the sale of the
shares of common stock offered under this filing. We will not receive any of the


                                      -14-
<PAGE>
proceeds  from  the  sale of shares of common stock by the selling stockholders.
Some  of  the  shares of common stock included in that filing will come from the
exercise of warrants.  We may receive proceeds from the exercise of the warrants
should  the  holders  choose  to  exercise  them, in their sole discretion.  The
selling stockholders have no obligation to exercise or convert their securities,
and Worldwide Wireless may never receive any additional proceeds from them.  Any
proceeds we do receive from them will be contributed to working capital and will
be  used  for  general  corporate  purposes.


Holders
-------

As  of  December  31,  2000,  we  had  approximately 118 stockholders of record.

Dividends.
---------

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

Recent  Sales  of  Unregistered  Securities;  Use  of Proceeds from Unregistered
--------------------------------------------------------------------------------
Securities
----------

Below  is a list of all of the private transactions for the sale of unregistered
securities  made  by  Worldwide  Wireless for the period January 1, 2000 through
December  31,  2000:


                                      -15-
<PAGE>
On  January  5, 2000 we issued 250,000 restricted common shares to Pacific First
National  Corp.,  Inc.  in  consideration  of $500,000.00. 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.

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 915
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.


                                      -16-
<PAGE>
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  of 1933 as a private
offering  not  involving  any  public  distribution.


On  May  25, 2000, we issued 144,887 shares of common stock for cash of $500,000
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 filing.  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.

On June 19, 2000, we entered into a Private Equity Line of Credit Agreement with
Whitsend Investments Limited, one of the selling shareholders.  The terms of the
agreement  allow  for  periodic  draw  downs of the funding at the discretion of
Worldwide Wireless Networks, Inc., the Investor is committed to purchasing up to
$20,000,000  of  our  common  stock  and  125,000  warrants.  Worldwide Wireless
Networks,  Inc.  registered  the  investor  securities in its prior SB-2 filing.

On  June  28,  2000,  we  issued  300,000  restricted  common  shares  to Bridge
Technology,  Inc.  ("BTI")  valued  at  $4.00  per share in consideration of the
issuance  of  150,000  BTI unrestricted common shares valued at $8.00 per share.
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  July  10, 2000, we issued 5,000 shares of common stock to Triton West Group,
Inc.  in  consideration  for  services  rendered  to us in advising us as to the
structure  of,  and  helping  us  identify  institutional  purchasers  of,  our
convertible  debentures  and  warrants.  A copy of the Convertible Debenture and
Warrant  Purchase  Agreements,  which  references the involvement of Triton West
Group,  Inc.  in  that  transaction,  were  filed  as  exhibits  to the Form SB2
Registration  Statement  filed  on August 1, 2000.  Based upon our assessment of
the  value of the services provided to us, and the market value of our stocks at
the  time  of  the  transaction,  we have valued the shares given to Triton West
Group,  Inc.  at  $15,000  in  the  aggregate.  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.


                                      -17-
<PAGE>

On  July 12, 2000, we agreed to issue warrants to Columbia Financial Group, Inc.
in  consideration  for  services  rendered  on  our  behalf.  The  warrants  are
exercisable  for  an  aggregate  of  600,000  common shares.  The services which
Columbia  Financial  Group,  Inc.  performed for us involved the preparation and
dissemination  to our shareholders, the media and others, information concerning
Worldwide Wireless and our activities.  Based upon our negotiation of, and entry
into  some  agreements  with,  other  companies providing or offering to provide
these  services  to  us  for  only  cash,  as well as our understanding of which
Columbia  Financial  Group,  Inc.  charges to other clients in cash for the same
type  of  services,  we  value  the service provided to us by Columbia Financial
Group,  Inc. at approximately $10,000 per year of service. 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.
The  transaction  was  exempt  from registration pursuant to Section 4(2) of the
Securities  Act  of  1933  as  a  private  offering  not  involving  any  public
distribution.

On July 19, 2000 we issued 125,000 restricted common shares to Technology Equity
Fund  Corp.  in  consideration  of $250,000 in cash.  The transaction was exempt
from  registration  pursuant  to Section 4(2) of the Securities Act of 1933 as a
private  offering  not  involving  any  public distribution. The transaction was
exempt  from registration pursuant to Section 4(2) of the Securities Act of 1933
as  a  private  offering  not  involving  any  public  distribution.

On  January 31, 2001, we entered into a Settlement Agreement with Sinclair Davis
Trading  Corporation  whereby,  in  exchange  for services rendered to Worldwide
Wireless,  Sinclair Davis will receive 262,500 shares of common stock.  Sinclair
Davis  is  a selling stockholder in this filing. The transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 as a private
offering  not  involving  any  public  distribution.


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

-    was  aware  that  the  securities  had  not  been  registered under federal
     securities  laws;
-    acquired the securities for his/her/its own account for investment purposes
     of  the  federal  securities  laws;7
-    understood  that  the  securities would need to be indefinitely held unless
     registered  or  an  exemption  from  registration  applied  to  a  proposed
     disposition;  and
-    was  aware  that  the  certificate representing the securities would bear a
     legend  restricting  its  transfer. We believe that, in light of the above,
     the  sale  of our securities to the respective acquirers did not constitute
     the sale of an unregistered security in violation of the federal securities
     laws  and  regulations  by reason of the exemptions provided under Sections
     3(b)  and  4(2)  of  the  Securities  Act,  and  the  rules and regulations
     promulgated  thereunder.

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

                                      -18-
<PAGE>

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


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

During  fiscal  year  2001,  we  plan  to  focus  our  efforts  on  establishing
profitability  within  Orange County, California.  We have modified our previous
business  plan  of  that  called  for  a concentration on expansion, and we will
instead  be  emphasizing  our  efforts  in  further developing our operations in
Orange  County,  California.

We  currently  do  not  generate  sufficient  cash  flows to support our current
operations.  The  revenue  generated  from  our  operations  can  only  fund
approximately  60%  of our current operational related expenses and current debt
obligations.  In order for us to meet our cash requirements over the next twelve
months,  cost  reduction  measures  must  continue to be implemented, sales must
increase,  and  additional  funding must be obtained either from our $20,000,000
equity  line, other private investments, and/or the continued funding from Esyon
Corporation.

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

We currently have approximately $ 200,000 of excess Adaptive Broadband equipment
that  we  are  in  the  process  of  disposing  at  a  discount.

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

OVERVIEW.
--------

We  are  a networking solutions company that provides high speed Internet access
using  our  own wireless network, frame relay circuits, 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.  We initiated limited
operations  in  Los  Angeles  County,  California  during late fiscal year 2000.
Since  inception we have operated at a net loss, due primarily to our investment
in  expanding our network coverage. Management believes that efforts to continue
expansion  will  result  in  additional  losses  from  which  recovery  will  be
difficult.  Therefore,  we  have  temporarily discontinued our expansion efforts
beyond  our  existing  Orange  County  operations.  We  plan to resume expansion
efforts  after we have established profitability in Orange County.  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 operations and
continue growth of our customer base.  We have received a term sheet from one of
our  existing  investors, Esyon Corporation, indicating a willingness to provide
additional  debt  and/or  equity  capitalization as may be determined between us
from time to time as our financial needs arise.  We are currently in the process
of reviewing the terms and conditions and expect to enter into an agreement with
Esyon  within the second fiscal quarter of this year.  There can be no assurance
that these negotiations will be successful.  Additionally, we have a $20,000,000
equity  line  with  Whitsend  Investments  Limited  that  may  be utilized on an
as-needed  basis  with  certain  limitations.  If  we were unable to access this
capital, or any other capital for current operations, then we would be unable to
continue  our  operations.


                                      -19-
<PAGE>

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 including sales of networking equipment.  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, cost of equipment sold, and the cost of roof rights.
Third-party  network costs are expensed in the period when services are rendered
and  are generally proportional to the number of customers.  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 and finance personal,
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.


                                      -20-
<PAGE>
In January 1999, $1,000,000 was advanced to Worldwide Wireless from investors as
an  investment.  Of the 4,199,988 shares issued, 200,000 post merger shares were
issued  to  the  investors  in  relation  to  the  $1,000,000  investment.


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

We  have  taken  an  other-than-temporary  loss  of  $500,000  on  our  original
investment  in  Bridge  Technology  of  $1,200,000,  and an unrecognized loss of
$400,000, both of which are recorded on our year-end December 31, 2000 financial
statements.  Our investment in Bridge Technology suffered losses because of weak
market  conditions.  The original price per share of $8.00 in July 2000 suffered
from a continuous decline down to $2.06 by the end of December 2000.  Based upon
market  forecasts  and  the  slim probability of a reverse trend, our management
recognized a permanent write down from $8.00 to $4.67 per share, and recorded an
additional  write  down  of  $400,000  on  a  temporary  basis  to  arrive at an
investment  carrying  value  of  $300,000 or $2.00 per share.  Additionally, the
temporary  write  down  recorded at the year ended December 31, 2000 of $400,000
has been reclassified to a permanent write off during the first quarter of 2001.

RECENT  DEVELOPMENTS.
--------------------

On  October  27,  1999,  we  entered  into  a  contract  to  purchase  wireless
telecommunications  equipment  from Adaptive Broadband Corporation.  Pursuant to
the  agreement we committed to purchase 2,624 units, 5,120 units and 7,760 units
during  the first, second and third years of the agreement, respectively.  Units
consist  of  subscriber  units  or  access  points.  Subscriber  units  refer to
individual  customers  and  access  points  refer to POPs.  The agreement may be
terminated  by  written  notice  from  either  party  for  occurrence of several
specific  events, notably, if either party is not satisfied with the performance
of  the  other party. On February 15,2001 an agreement was reached with Adaptive
Broadband  Corporation  to  terminate  the  purchase contract and return certain
equipment  previously  acquired  which  was accomplished in the first quarter of
2001.  This will result in a reduction in both inventory and accounts payable of
approximately  $1,485,240 in the first quarter of 2001.  The termination of this
agreement  is  not  expected  to  have  any  material  impact  on our continuing
operations,  and  we  will  incur  a  restocking  fee  of  $20,000.


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 owned 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.  Pacific Bridge Net has ceased product development.   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. As of December 31, 2000, the company contributed their 20% investment back
to  Bridge  Technology,  Inc  and  recorded  a  loss  on  investment of $36,885.

On  June  28, 2000, Worldwide Wireless issued 300,000 shares of its common stock
valued  at  $1,200,000 to Bridge Technology, Inc. in exchange for 150,000 shares
of  Bridge Technology, Inc. stock valued at $1,200,000 based on the quoted stock
prices on the market at the time of exchange. As of December 31, 2000, Worldwide
Wireless  recorded  $400,000  of  unrecognized  losses  on  this  investment, an
investment  available  for  sale, in accumulated comprehensive income in equity.
The  aggregate  fair market value of Bridge Technology, Inc was $300,000. A loss
of  $500,000  has  been  recognized  due to management's determination that this
portion  of  the  decline  in  value  is  permanent.

In  the  first  fiscal  quarter of 2000, we continued our expansion into Asia by
entering  into  an  agreement  with  Esyon Corporation (formerly 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 Esyon, and have the opportunity to invest in the purchase
of  20%  of  the  initial  equity  of  that  company.


                                      -21-
<PAGE>
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.

On April 17, 2000, Worldwide Wireless awarded 915 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  of 1933 as a private
offering  not  involving  any  public  distribution.


On  May  25, 2000, we issued 144,887 shares of common stock for cash of $500,000
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 filing. (See
Item  6:  Subsequent  Events below) 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.


                                      -22-
<PAGE>
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.

Whitsend Investments Limited, a British Virgin Islands corporation, entered into
a  Private  Equity  Line of Credit Agreement with us, dated as of June 19, 2000,
for the future issuance and purchase of shares of our common stock.  The purpose
of  this  agreement  is to provide Worldwide Wireless with the ability to access
and  draw  down  funds  when we need them for working capital, up to the maximum
amount  of  $20 million, under the conditions specified in the agreement.  Under
that agreement, Whitsend Investments Limited has committed to purchase up to the
$20  million worth of shares of our common stock over a three-year  period. Once
every  15  trading  days we may request a draw of up to $500,000 of that amount.

On  July  10,  2000,  Worldwide  Wireless  Networks, Inc. issued 5,000 shares of
common  stock  for  services valued at $15,000.  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  July 12, 2000, we agreed to issue warrants to Columbia Financial Group, Inc.
in  consideration  for  services  rendered  on  our  behalf.  The  warrants  are
exercisable  for  an  aggregate  of  600,000  common shares.  The services which
Columbia  Financial  Group,  Inc.  performed for us involved the preparation and
dissemination  to our shareholders, the media and others, information concerning
Worldwide Wireless and our activities.  Based upon our negotiation of, and entry
into  some  agreements  with,  other  companies providing or offering to provide
these  services  to  us  for  only  cash,  as well as our understanding of which
Columbia  Financial  Group,  Inc.  charges to other clients in cash for the same
type  of  services,  we  value  the service provided to us by Columbia Financial
Group,  Inc. at approximately $10,000 per year of service. 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  July  19, 2000, Worldwide Wireless issued 125,000 shares of common stock for
cash  of  $250,000  at  $2.00  per  share.  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.

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, 2000 cash reserves totaled $121,329 with total
current  assets  of  $2,563,519.

We  have  posted  operating  losses  since  inception.  Our  long-term  debt was
$1,100,000  as  December  31,  2000.  Our current liabilities for that same date
were  $5,251,413  of  which  $1,663,080 accounts for the current portion of, our
long term liabilities discussed above, and $3,099,153 is attributable to current
accounts  payable.  We  anticipate a reduction of approximately $10,798 in March
2001,  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,  2000,  our  principal  commitments  consisted  of office,
roof-rights payments, and equipment leases. Future minimum principal payments on
notes  payable  were  approximately  $1,752,282  in  2001, $100,000 in 2002, and
$1,000,000  in  2003. Future minimum capital lease payments were $10,798 through
2001.  Future  minimum  operating  lease  payments  at  December  31,  2000 were
$1,344,538.  with  payments due through the end of fiscal years 2001 and 2002 of
$463,953  and  $404,014,  respectively.

The  consolidated cash flows show net cash used for our operating activities for
the  fiscal  year  ended  December  31,  2000 was $2,277,252.  Net cash used for
operating  activities  consisted  primarily  of net operating losses and network
asset  purchases.  Net  cash provided by our financing activities was $3,189,560
during  the  same  period.  Net  cash  provided  by  financing  activities  was
principally  attributable  to  the  sale  of  debt  and  equity  securities.


                                      -23-
<PAGE>

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.  We  anticipate that funding for these activities will come from our
equity  line  of credit, as well as the development of strategic alliances, such
as  the  one  that  we  are  contemplating  with  Eyson.


Worldwide  Wireless'  current  business  plan  concentrates  on  the  continued
development  of  our  Orange  County,  California  network  and expansion of our
customer  base  to  achieve  a  positive  operational  cash  flow,  which  is  a
modification  to  our  business goals as of December 31, 2000.  We have recently
curtailed  our  expansion  in  Los  Angeles  County  as  described  above.

Whitsend Investments Limited, a British Virgin Islands corporation, entered into
a  Private  Equity  Line of Credit Agreement with us, dated as of June 19, 2000,
for the future issuance and purchase of shares of our common stock.  The purpose
of  this  agreement  is to provide Worldwide Wireless with the ability to access
and  draw  down  funds  when we need them for working capital, up to the maximum
amount  of  $20 million, under the conditions specified in the agreement.  Under
that agreement, Whitsend Investments Limited has committed to purchase up to the
$20  million worth of shares of our common stock over a three-year  period. Once
every  15  trading  days we may request a draw of up to $500,000 of that amount.
If  we elect to receive any of these funds, we will fix a specific date on which
to  calculate  the  appropriate price to charge Whitsend Investments Limited for
our  shares.  This price will be calculated using a formula based on the average
trading  price  of  our  common  stock for the five-day period starting two days
before the calculation date and ending two days after it.  Each draw must be for
at  least  $75,000.  Once  the relevant average trading price for that period is
calculated,  Whitsend Investments Limited receives a discount on the purchase of
our  shares  equal  to  twelve  percent  of  this  amount

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.


                                      -24-
<PAGE>
During  fiscal  year  2001,  we  plan  to  focus  our  efforts  on  establishing
profitability  within  Orange County, California.  We have modified our business
goal  of  concentrating  on  expansion,  and  will  enhance  our  services.

RESULTS  OF  OPERATIONS.
-----------------------

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

<TABLE>
<CAPTION>
                                        Year Ended

                                 Dec 31     Dec 31      Dec 31       Dec 31,
                                  1997       1998        1999         2000
                               ---------  ---------  -----------  -----------
<S>                            <C>        <C>        <C>          <C>
Revenues. . . . . . . . . . .  $271,841   $841,841   $1,980,203   $3,351,878

AS A PERCENTAGE OF REVENUES
Cost of sales. . . . . . . .   $189,382   $430,600   $  972,802   $2,292,996

                                   69.7%      51.1%        49.1%        68.4%

Gross profit . . . . . . . .   $ 82,459   $411,241   $1,007,401   $1.058,882

                                   30.3%      48.9%        50.9%        31.6%

Operating expenses:
   Selling. . . . . . . . . .  $ 68,827   $158,592   $  616,022   $  836,088

                                   25.3%      18.8%        31.1%        24.9%

   General and administrative  $154,596   $549,987   $2,417,450   $3,990,987

                                   56.9%      65.3%       122.1%       119.1%

   Total operating expenses .  $223,423   $708,579   $3,033,472   $5,034,418

                                   82.2%      84.2%       153.2%       150.2%

Loss from operations. . . . .  $140,964   $297,338   $2,026,071   $3,975,536

                                   51.9%      35.3%       102.3%       118.6%

Other income (expense), net .  $(12,529)  $(32,045)  $  (25,181)  $ (679,836)

                                    4.6%       3.8%         1.3%        20.3%


Net loss. . . . . . . . . . .  $153,493   $330,183   $2,051,252   $4,655,372
                                   56.5%      39.2%       103.6%       138.9%
</TABLE>

                 TWELVE MONTHS ENDED DECEMBER 31, 2000 AND 1999

Revenues  for  the  period  ended  December  31,  2000  were  $3,351,878,  which
represented  an  increase  of  $1,371,675  from  $1,980,203 for the period ended
December  31,  1999.  The  increase  was  primarily  attributable  to  revenues
generated  from  acquisition  of  new  wireless  customers.  Wireless  customers
generated  approximately $1,486,705 of our total revenues for such period.  Dial
up  customers  generated  approximately  $98,502  of  our total revenues and DSL
customers  generated $170,968 for the period. Equipment sales generated $944,052
of  our  total  revenues  for the period.  The balance of $651,651 resulted from
other  services,  including  co-location, and consulting services.  As discussed
above,  Worldwide  Wireless  has  discontinued  dial-up  and  DSL  services  to
concentrate  on  developing  its  wireless  network.


                                      -25-
<PAGE>
Cost  of  sales for the fiscal year ended December 31, 2000 was $2,292,996 which
represents an increase of $1,320,194 from $972,802 recorded for the period ended
December  31,  1999.  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 levels of services including increased equipment
sales.

Selling  expenses  for  the  fiscal  year ended December 31, 2000 were $836,088,
which  represented  an  increase  of $220,066 from $616,022 for the period ended
December  31,  1999.  The increase was primarily due to the hiring of additional
direct  sales  force  personnel  and  success-based  sales  commissions.

General  and  administrative  expenses for the 2000 fiscal year were $3,990,987,
which  represented  an  increase  of  $1,613,854 from $2,377,133 for fiscal year
1999.  The  increase was primarily due to hiring additional personnel, incurring
more  legal,  professional  and  outside  services  as related to being a public
company,  and  increased  depreciation expense due to continued expansion of our
network.  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 notes payable and
capital  equipment  leases.  Interest expense for fiscal year 2000 was $186,495,
which  represented  a  increase of $139,600 from interest expense of $46,895 for
fiscal  year  1999.  The  increase  was  primarily  attributable to the interest
expense  on  the  $2,097,725  of  additional  long-term debt incurred during the
twelve  months  ended  December  31,  2000  of which funds were used to continue
expansion  and  increase  the  customer  base  in  our  existing  market.

Our net loss for the fiscal year ended December 31, 2000, totaled $4,655,372, or
$.37  per  share, compared to $2,051,252, or $.21 per share, for the fiscal year
ended  December  31,  1999.  As  discussed above the 2000 period was impacted by
costs associated with increases in the number of sales personnel, administrative
personnel,  professional  and  consulting  services,  depreciation  and interest
expenses  as  well  as  the  losses  associated  with  investments.

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 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.
As  a  result  of  these  and  other  factors,  our  operating  results may vary
substantially  from  quarter  to  quarter.


                                      -26-
<PAGE>
SEASONAL  ASPECTS.
-----------------

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

DEPENDENCE  ON  CONTINUOUS  POWER  SUPPLY.
-----------------------------------------

We  rely on a continuous power supply to conduct our business.  California is in
the midst of an energy crisis that could disrupt our operations and increase our
expenses.  In  the  event  of  an  acute  power shortage, California has on some
occasions  implemented,  and  may  in  the future continue to implement, rolling
blackouts  throughout  the  State. We currently do not have backup generators or
alternate sources of power in the event of a blackout, and our current insurance
does  not  provide  coverage for any damages we or our customers may suffer as a
result of any interruption in our power supply. If blackouts interrupt our power
supply,  we  would  be  temporarily  unable  to  continue  operations.  Any such
interruption  in our ability to continue operations could damage our reputation,
harm  our  ability to retain existing customers and to obtain new customers, and
could result in lost revenue, any of which could substantially harm our business
and  results of operations. While we are currently evaluating sources for backup
power,  it  is  unknown  whether  we will be able to find and implement a backup
power  source  that  is  economically  feasible  and acceptable to our landlord.

Furthermore,  the  deregulation of the energy industry instituted in 1996 by the
California  government  has  caused  power  prices  to increase. The shortage of
supply  has  caused wholesale prices to skyrocket over the past year, and should
they  continue  to increase, the operating expenses associated with our business
will  likely  increase  and  possibly  harm  the  results  of  our  operations.

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  our  headquarters.

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

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


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



                                      -27-
<PAGE>
On  February  16, 2001, Worldwide Wireless issued 277,391 shares of common stock
in  exchange  for  conversion  of  $51,000 notes payable due AMRO International,
S.A.  and  Trinity  Capital Advisors, Inc. plus accrued interest of $2,259 for a
total  consideration  of  $53,259.

On  February  23, 2001, Worldwide Wireless issued 118,686 shares of common stock
in  exchange  for  conversion  of  $20,000  notes  payable  due  Trinity Capital
Advisors,  Inc.  plus  accrued  interest  of  $34  for  a total consideration of
$20,034.

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

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


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


On  March  23,  2001,  Worldwide  Wireless  issued 800,477 shares of  restricted
common  stock  in exchange for conversion of  $58,500 notes payable due  Trinity
Capital Advisors, Inc. plus accrued interest of $2,336 for a total consideration
of  $60,886.

ITEM  7:  FINANCIAL  STATEMENTS

The  financial  statements  required  by  this  item  are set forth on pages F-1
through  F-23.

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

We  have  had  no  change  in,  or disagreements with, our principal independent
accountant  during our last three fiscal years. However, it is important to note
that  our former accountancy firm of Crouch, Bierwolf & Chisholm has dissolved,
and  we  are  now  represented  by  one  of  its  former  principals through the
accountancy  firm  of  Chisholm  &  Associates.

                                    PART III

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

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


                                      -28-
<PAGE>
                        DIRECTORS AND EXECUTIVE OFFICERS


Name                          Age            Position Held
----                          ---            -------------

Cliff Bream(1)                 55            President

Jerry Collazo                  41            Chief Executive Officer,
                                             Chief Financial Officer

Tom Rotert(2)                  34            Director, Treasurer, Secretary

Dennis Shen                    34            Director

Jack Tortorice                 52            Chairman of the Board

Vincent (Li-Hsiu) Tsao         37            Director

(1)  Mr.  Bream  resigned as President of Worldwide Wireless on October 5, 2000,
     at  which  time  he  received  options to purchase 392,500 shares of common
     stock  as  part  of  his  separation  agreement  with  us.

(2)  Mr.  Rotert  resigned  as  our  Director, Treasurer and Secretary effective
     December  20,  2000. Prior to that date he received 25,000 shares of common
     stock  for  services  valued  at  $58,125.

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

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


                                      -29-
<PAGE>
VINCENT  (LI-HSIU)  TSAO.  Mr.  Tsao  was  appointed  as a Director of Worldwide
Wireless,  Inc. on January 4, 2001.  He has served as a Director for Multacom, a
private international telecommunications company, since October 1998 and as Vice
President  of  Asian Operations since May 2000.  Prior to that, Mr. Tsao was the
Chief Operating Officer of Multacom for the period October 1998 through November
1999,  and  was  the Vice President for Investor Relations from November 1999 to
May  2000.  Mr.  Tsao  worked  in the Marketing Department of Tien Fu Securities
Investment  Consulting  Co. in Taipei, Taiwan, where he was appointed manager in
1990.  From 1992 to 1995 he was an officer in the Trust Department of Asia Trust
and  Investment Corporation in Taipei, Taiwan.  From 1995 until joining Multacom
in  1999,  Mr.  Tsao  worked  for General Bank as an Assistant Vice President of
Business  Development.

DENNIS  SHEN.  Mr.  Shen was appointed as a Director of Worldwide Wireless, Inc.
on  February  13,  2001.  In  February  2000,  we learned that Mr. Shen 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 eventually expunged at the bench and entered as not
guilty  pleas.  In  May,  1992,  Mr.  Shen was the founder, President, and Chief
Information  Officer  for Global Pacific, which later became Pacific Link (which
merged  with  WWWN  in  April  1999).  He was responsible for network design and
implementation  and  spearheaded  the  transition  of that company from computer
reseller  to  an  Internet  service  provider  in  1995.  Mr. Shen has extensive
experience  in  large-scale  wireless  network implementations. He was a feature
speaker  at  World Expo '94 and the Unlicensed Spectrum-Wireless Internet Access
Show.  Our management has determined that Mr. Shen's prior legal issues have not
lessened the importance or value of his contribution to our company in the past,
nor shall it be an impediment to his service as a Director in the future.  Susan
Shen,  the  wife  of  Dennis  Shen,  serves as a full-time employee of Worldwide
Wireless,  and  Shen  family members have historically been, and continue to be,
significant  shareholders  of  our  company.

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

Section  16(a)  of  the Exchange Act requires Worldwide Wireless's directors and
officers  and  persons  who  beneficially own more than ten percent of Worldwide
Wireless's  common  stock  to  file  with the Securities and Exchange Commission


                                      -30-
<PAGE>
initial reports of ownership and reports of changes in ownership of common stock
in  Worldwide  Wireless.  Officers,  directors  and  greater-than-ten  percent
shareholders are required by Commission regulation to furnish Worldwide Wireless
with  copies  of  all Section 16(a) reports they filed.  To our knowledge, based
solely  on  our  review  of  the  copies  of reports furnished to us and written
representation that no other reports were required, during the fiscal year ended
December  31,  2000,  these  persons  complied  with  all  Section  16(a) filing
requirements.


                                      -31-
<PAGE>
<TABLE>
<CAPTION>
ITEM  10:  EXECUTIVE  COMPENSATION

SUMMARY  COMPENSATION  TABLE
                                                                 Long Term  Compensation
                                                        --------------------------------
                           Annual  Compensation                  Awards          Payouts
                     ---------------------------------  -----------------------  -------
(a)            (b)      (c)         (d)        (e)          (f)          (g)        (h)        (i)

                                              Other     Restricted   Securities
Name and                                     Annual        Stock     Underlying             All Other
Principal                                   Compen-      Award(s)     Options/      LTIP     Compen-
Position      Year   Salary ($)  Bonus ($)  sation ($)      ($)       SARs (#)    Payouts   sation ($)
------------  -----  ----------  ---------  ----------  -----------  -----------  --------  ----------
<S>           <C>    <C>         <C>        <C>         <C>          <C>          <C>       <C>
CLIFF BREAM    2000  120,000     N/A        N/A         N/A          392,500      N/A       10,000
               1999  N/A         N/A        N/A         N/A          N/A          N/A       N/A
               1998  N/A         N/A        N/A         N/A          N/A          N/A       N/A
JERRY          2000  130,000     N/A        N/A         N/A          300,000      N/A       N/A
COLLAZO        1999  N/A         N/A        N/A         N/A          N/A          N/A       N/A
               1998  N/A         N/A        N/A         N/A          N/A          N/A       N/A
VINCENT        2000  N/A         N/A        N/A         N/A          N/A          N/A       N/A
TSAO           1999  N/A         N/A        N/A         N/A          N/A          N/A       N/A
               1998  N/A         N/A        N/A         N/A          N/A          N/A       N/A
TOM ROTERT     2000  42,000      N/A        N/A         60,000       N/A          N/A       N/A
               1999  N/A         N/A        N/A         N/A          N/A          N/A       N/A
               1998  N/A         N/A        N/A         N/A          N/A          N/A       N/A
DENNIS SHEN    2000  72,000      N/A        N/A         N/A          N/A          N/A       6,000
               1999  72,000      N/A        N/A         N/A          N/A          4,500     6,000
               1998  N/A         N/A        N/A         N/A          N/A          N/A       N/A
JACK           2000  150,000     N/A        N/A         N/A          N/A          N/A       6,000
TORTORICE      1999  98,000      N/A        N/A         N/A          N/A          4,500     6,000
               1998  N/A         N/A        N/A         N/A          N/A          N/A       N/A
</TABLE>

ITEM  11:  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  percentage  of beneficial ownership is based on 15,325,754 shares of common
stock  outstanding  as  of  March  28,  2001.


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
(1)                                    (2)                                 (3)              (4)
TITLE OF CLASS            NAME AND ADDRESS OF BENEFICIAL            AMOUNT AND NATURE     PERCENT
                          OWNER                                    OF BENEFICIAL OWNER   OF CLASS
--------------------------------------------------------------------------------------------------
<S>                       <C>                                      <C>                   <C>
Common Stock              Dennis Shen (Director)                        2,598,500(1)        14.85%
                          And Susan Shen
                          770 The City Drive South, Suite 3700
                          Orange, California 92868
--------------------------------------------------------------------------------------------------
Common Stock              Ming-Chau Yeung                                 688,000(2)         3.93%
                          9 Red Coat Place
                          Irvine, California 92602


                                      -32-
<PAGE>
--------------------------------------------------------------------------------------------------
Common Stock               Whitsend Investments Limited                 8,153,611(3)        46.59%
                           c/o Dr. Batliner & Partner
                           Aeulestrasse 74
                           FL-9490 Vaduz, Liechtenstein
--------------------------------------------------------------------------------------------------
Common Stock               AMRO International S.A.                      8,147,200(4)        46.56%
                           c/o Utra Finance
                           Grossmunster Platz 26
                           Zurich CH 8022
                           Switzerland
--------------------------------------------------------------------------------------------------
Common Stock              Trinity Capital Advisors, Inc.                3,062,063(5)        17.50%
                          211 Sutter Street, 2nd Floor
                          San Francisco, CA  94108
--------------------------------------------------------------------------------------------------
Common Stock              Columbia Financial Group, Inc.                1,000,000(6)         5.71%
                          1301 York Road, Suite 400
                          Lutherville, MD  21093
--------------------------------------------------------------------------------------------------
Common Stock              Steve Menzies                                   900,000            5.14%
                          6827 S. Industrial
                          Las Vegas, NV  89118
--------------------------------------------------------------------------------------------------
Common Stock              Jack Tortorice (Director)                     2,575,500(7)        14.72%
                          770 The City Drive South, Suite 3700
                          Orange, California 92868
--------------------------------------------------------------------------------------------------
Common Stock              Pacific Industrial Partners LLC                 650,000(8)          3.7%
                          1100 Quail Street, Suite 207
                          Newport Beach, CA  92660
--------------------------------------------------------------------------------------------------
                          ALL EXECUTIVE OFFICERS AND                    5,174,000        36.37%(9)
                          DIRECTORS AS A GROUP                            (????)          (????)
--------------------------------------------------------------------------------------------------

<FN>
(1)  Dennis  Shen  is the record owner of 500,000 shares and options to purchase
     4,500  shares;  he  and  Susan  Shen jointly own 1,606,000 shares, and they
     share  voting  and  investment  power  over  688,000 shares held by Susan's
     mother,  Ming-Chau (1) Yeung. This number includes the transfer by Mr. Shen
     of  200,000 shares that Mr. Shen will deliver to PIP under the terms of our
     Settlement  Agreement  with  them.

(2)  Includes  options  to purchase 3,600 shares exercisable within 60 days from
     the  date  of  this  filing.

(3)  Includes  125,000  warrants to purchase common stock which can be exercised
     at  the  election  of Whitsend Investments Limited during the term of their
     Agreement,  as  well  as 7,031,200 shares which could, if we elected in our
     sole discretion to draw down on our private equity line of credit, obligate
     Whitsend  Investments  Limited to purchase up to 7,031,200 shares within 60
     days  from  the  date  of this filing. This assumes we do not draw down for
     purposes of financing an acquisition, in which case the maximum amount that
     could  be  drawn down would depend upon the acquisition price of our target
     and,  since  there  is  no  acquisition  currently being contemplated, that

                                      -33-
<PAGE>
     amount  cannot  be  determined  today. Our agreement with Whitsend provides
     that  it  cannot  own  more  than  9.9% of our total issued and outstanding
     common  stock  at  any given time, however investors should not assume that
     the  amount of overall dilution attributable to Whitsend will be limited to
     that amount, because each of the following events could increase the amount
     of  overall  dilution attributable to Whitsend under its agreement with us:
     (a)  our  issuance  of new shares of common stock; (b) the sale of stock by
     Whitsend  into  the  market  (which  we  may or may not be aware of at that
     time);  and/or  (c)  the  express  or  implied waiver of that limitation by
     Whitsend  at  any  time  during  the  term  of  our  agreement.

(4)  Includes  70,000  warrants  that  can  be exercised at the election of AMRO
     within 60 days from the date of this filing, 815,435 shares of common stock
     it  owns as a result of converting a portion of its convertible debentures,
     and, assuming no change in our current share price of $0.19 as of March 28,
     2001,  4,013,157  shares  of common stock it could own as a result of fully
     converting  its convertible debentures within 60 days from the date of this
     filing  (including  $32,144  of  accrued  interest  as  of the date of this
     filing). Our agreement with AMRO provides that it cannot own more than 9.9%
     of our total issued and outstanding common stock at any given time, however
     investors  should  not  assume  that  the  amount  of  overall  dilution
     attributable  to  AMRO  will be limited to that amount, because each of the
     following events could increase the amount of overall dilution attributable
     to  AMRO  under  its  agreement  with us: (a) our issuance of new shares of
     common  stock;  (b) the sale of stock by AMRO into the market (which we may
     or  may  not  be  aware of at that time); and/or (c) the express or implied
     waiver  of  that  limitation  by  AMRO  at  any time during the term of our
     agreement.

(5)  Includes  30,000  warrants that can be exercised at the election of Trinity
     within  60  days  from  the date of this filing, 1,403,759 shares of common
     stock  that  Trinity  owns  as  a  result  of  converting  a portion of its
     convertible  debentures, and, assuming no change in our current share price
     of  $0.19  as  of  March 28, 2001, shares of common stock it could own as a
     result  of  fully converting its convertible debentures within 60 days from
     the date of this filing (not including any accrued interest). Our agreement
     with Trinity provides that it cannot own more than 9.9% of our total issued
     and  outstanding  common  stock at any given time, however investors should
     not assume that the amount of overall dilution attributable to Trinity will
     be  limited  to  that  amount,  because  each of the following events could
     increase  the  amount of overall dilution attributable to Trinity under its
     agreement  with us: (a) our issuance of new shares of common stock; (b) the
     sale  of stock by Trinity into the market (which we may or may not be aware
     of  at  that  time);  and/or  (c)  the  express  or  implied waiver of that
     limitation  by  Trinity  at  any  time  during  the  term of our agreement.

(6)  Includes  warrants to purchase 1,000,000 shares of common stock that can be
     exercised by Columbia Financial Group, Inc. within 60 days from the date of
     this  filing.

(7)  Includes  options  to purchase 4,500 shares exercisable within 60 days from
     the  date  of  this  filing.

(8)  Includes options to purchase 140,000 shares exercisable within 60 days from
     the  date  of  this  filing.
</TABLE>


                                      -34-
<PAGE>
DISPUTED  BENEFICIAL  OWNERSHIP

On  March  28,  2000,  we  filed a lawsuit in Orange County, California Superior
Court  -  Central  Justice  Center,  against  one of our former consultants, DFL
Capital  Partners,  LLC,  and  our  former  legal counsel, alleging, among other
things,  fraud and malpractice.  The dispute arose out of an Option Agreement we
entered  into  in  1998  whereby  DFL  provided  certain  consulting services in
exchange  for  options  to  purchase  common  stock  of  Worldwide Wireless.  We
retained  legal counsel recommended to us by DFL, but we were never advised that
the  partner  of  the  law firm who represented us specifically was, at the same
time,  also  the  managing  member of DFL Capital Partners, LLC.  As a result of
this  undisclosed  conflict of interest, we believe that the agreement which the
law  firm  counseled  us  to  sign did not adequately protect us in terms of the
services which we understood we were supposed to receive and the number of stock
options  which  DFL was to receive as compensation for these services.  We began
settlement  negotiations and subsequently dismissed the lawsuit.  Depending upon
the outcome of the negotiations, DFL may receive anywhere from 50,000 to 700,000
options  to  purchase  common  stock  of  Worldwide  Wireless.

ITEM  12:  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

We  entered  into  an  employment  agreement with Jack Tortorice on December 31,
1998, which has been subsequently amended.  The initial term of the agreement is
for  5 years, with automatic one year renewals for years 6-10 of his employment.
Mr. Tortorice receives a yearly salary of $98,000 in addition to a car allowance
and  expense  reimbursements.

We entered into an employment agreement with Charles C. Bream, III, our previous
President,  on  January 1, 2000.  He resigned on October 5, 2000 pursuant to the
terms and conditions of the Separation Agreement which was filed with the SEC to
our  Form  8-K,  dated  October  31,  2000.  Under  the  terms of the Separation
Agreement,  Mr.  Bream  is  entitled  to  a  severance  package  of  six  months
compensation,  payment for his accrued but unused vacation benefit, an allowance
for  medical  and  dental benefits and options to purchase 392,500 shares of our
common  stock  at  $3.00  per  share.  These  options expire on January 1, 2010.

Thomas  Rotert,  who  previously  served as a Director, Treasurer and Secretary,
resigned  from  Worldwide Wireless on December 20, 2000.  He did not receive any
compensation  other  than  25,000 shares of common stock for services, valued at
$58,125,  for  outside  counsel  services.  We  briefly  retained  his law firm,
Schumann  &  Associates,  for  certain corporate services for which the law firm
received  20,157  shares  of  stock  of  WorldwideWireless.

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


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

ITEM  13:  EXHIBITS  AND  REPORTS  ON  FORM  8-K


    EXHIBIT
    NUMBER     DESCRIPTION
--------------------------------------------------------------------------------

     1.1       N/A

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

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

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

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

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

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

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

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

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

     4.1(3)    Form  of  Stock  Purchase  Warrant  Agreement

     4.2(3)    Form  of  7%  Convertible  Debenture


     4.3(7)    Form of Promissory Note with Esyon Corporation



                                      -36-
<PAGE>
     5.1       N/A

     6.1       N/A

     7.1       N/A

     8.1       N/A

     9.1       N/A

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

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

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

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

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

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

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

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

     10.9(3)   Registration  Rights  Agreement,  dated  June 19, 2000, between
               Worldwide  Wireless  and  Whitsend  Investments  Limited

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

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

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


                                      -37-
<PAGE>
     10.13(4)  Consultant  Agreement,  dated July 12, 2000, between Worldwide
               Wireless  and  Columbia  Financial  Group

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


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

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

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

     10.18(8)  Employment  Agreement,  dated  August  4, 2000, between Worldwide
               Wireless  and  Jerry  Collazo

     10.19(7)  Share Purchase Agreement, dated March 30, 2001, between Worldwide
               Wireless  and  Universal  Business  Insurance,  Inc.

     10.20(7)  Settlement  Agreement,  dated  April  17, 2001, between Worldwide
               Wireless  and  Pacific  Industrial  Partners

     10.21(7)  Share Purchase Agreement, dated April 23, 2001, between Worldwide
               Wireless  and  Feldhake,  August  &  Roquemore  LLP

     10.22(7)  Letter  of  Intent,  dated  December  28, 2000, between Worldwide
               Wireless  and  Esyon  Corporation


     11.1      N/A

     12.1      N/A

     13.1      N/A

     14.1      N/A

     15.1      N/A

     16.1      N/A

     17.1(2)   Letter  Regarding  Director  Resignation

     18.1      N/A

     19.1      N/A

     20.1      N/A

     21.1(2)   Subsidiaries  of  the  Registrant

     22.1      N/A


                                      -38-
<PAGE>
     23.1 *    Consent  of  Independent  Public  Accountants March 28, 2001, for
               year-end  financial  statements

     27.1      N/A

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

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

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

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

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



               *    Filed  herewith
               1    As  previously  filed  with  the  Form  8-K  on May 12, 2000
               2    As  previously  filed  with the Form 8-K on October 31, 2000
               3    As  previously  filed  with  the Form SB-2/A on November 21,
                    2000
               4    As  previously filed with the Form SB-2/A on January 5, 2001
               5    As  previously  filed  with  the  SB-2/A on February 9, 2001
               6    As  previously  filed with the Form SB-2/A on March 16, 2001
               7    As  previously  filed with the Form SB-2/A on April 24, 2001
               8    As  previously  filed  with the Form 10-KSB/A on May 7, 2001


Reports  on  Form  8-K
----------------------

     On October 31, 2000, we filed a Form 8-K to report the resignation of Cliff
Bream  from  the  Board  of  Directors of Worldwide Wireless.  We entered into a
Separation  Agreement  with Mr. Bream, which was filed as an exhibit to the Form
8-K.


                                      -39-
<PAGE>
SIGNATURES

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


(Registrant)  Worldwide  Wireless  Networks,  Inc.

By:  /s/  Jerry  Collazo
     ----------------------------------
     Jerry  Collazo
     President


By:  /s/  Jerry  Collazo
     ----------------------------------
     Jerry Collazo, Principal Accounting Officer
     Principal  Accounting  Officer


Date:  June 14, 2001


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

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

/s/  Dennis  Shen
-------------------------
Dennis  Shen                  Director                    June 14,  2001

/s/  Jack  Tortorice
-------------------------
Jack  Tortorice               Director                    June 14,  2001



<PAGE>