EXHIBIT 31.2

    CERTIFICATION  OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
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          PURSUANT TO 15 U.S.C. 78M(A) OR 78O(D) AS ADOPTED PURSUANT TO
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                 SECTION  302 OF THE  SARBANES-OXLEY ACT OF 2002
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I, John Wolfe certify that:

1. I was appointed disbursing agent for the bankruptcy estate of Worldwide
Wireless Networks, Inc. pursuant to the plan of reorganization confirmed by the
United States Bankruptcy Court for the Central District of California on
December 22, 2003. I have limited knowledge of the company's affairs prior to
this date and have relied on representations of the prior management and
consultants to the company concerning the business affairs and operations of the
company prior to this date to make the following certifications. The company has
been under the protection of the Bankruptcy Court since September 11, 2002. It
sold its operating assets on October 18, 2002. It had no operations during
fiscal 2003 and reported its cash receipts and disbursements monthly to the
Office of the United States Trustee.

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

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

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

5. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant from the date of my
appointment and have to the extent necessary and based on the information
available, have:

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

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

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

6. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee  of
the registrant's board of directors (or persons performing the equivalent
functions) (as of December 22, 2003 the company had a single director which
acted in all capacities):

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

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

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

Date: March 22, 2004
       /S/
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Name:      John Wolfe
Title:     Disbursing Agent


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