UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       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
      NCORPORATION 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, 2002

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


     As  of  March 28, 2002, 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  $  1,011,721


                                      -2-
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                                   FORM 10-KSB
                      FOR THE YEAR ENDED DECEMBER 31, 2001
<TABLE>
<CAPTION>

                                      Table of Contents

PART  I

<S>       <C>                                                                       <C>

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  16

Item 7    Financial Statements                                                      Page  30

Item 8    Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                                  Page  30

PART III

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

Item 10   Executive Compensation                                                    Page  33

Item 11   Security Ownership of Certain Beneficial Owners and Management            Page  33

Item 12   Certain Relationships and Related Transactions                            Page  34

Item 13   Exhibits and Reports on Form 8-K
                                                                                    Page  34
</TABLE>


                                      -3-
<PAGE>
                                     PART I

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

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.")

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


                                      -4-
<PAGE>
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 $10,828,584 as of December 31, 2001, 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,
2001, we provided high-speed wireless services to approximately 250 commercial
customers and 50 wired frame 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 36 customers as of December 31, 2001.  As
part of the  curtailment of the company's network expansion, we have adjusted
our staffing to meet current requirements.

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"(POP), 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.

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


                                      -6-
<PAGE>
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 99% 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, 2001, we had approximately 250
high-speed wireless customers and 50 frame circuit customers

Dial-up Internet Access:  As of December 31, 2001, 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, 2001, we provided these services to
approximately 36 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, 2001, we provided these services to
approximately 6 customers, representing less than 1% of our total revenues for
that fiscal year

                        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 on a very limited basis. During late
1999 we established an e-commerce site, www.airwaveproducts.com, to sell
wireless network equipment to enterprise customers and Internet service
providers.  As of December 31,2001 no revenues have been generated from this
site. Management has ceased any further activities on the web site indefinitely.

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, 2001, we
estimate that our revenue from contracts for services ordered but not yet filled
to be approximately $10,000, of which approximately $2,500 represents recurring
monthly revenue, and the rest represents one-time revenue from the sale of
equipment.

                                   COMPETITION

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

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

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

We 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


                                      -9-
<PAGE>
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/transmission site implementations reduce costs and improve performance.

Although pricing is an important factor in our customers' purchase decisions, we
believe that customer relationships, customer service and consistent quality
will be the key to generating customer loyalty.  During the past year,
management has observed market prices for network services increasing, which is
a trend management believes, and is evidenced by market conditions, that will
continue as ISPs of all sizes are looking toward profitability as opposed to the
past trend of increasing market share without regard to costs. As prices
increase for any given speed of wired service, we expect that our total number
of customers will increase due to our competitive value proposition that
eliminates ILEC fees that all wired service providers must contend with.

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


                                      -10-
<PAGE>
that we acquired pursuant to the contract.  This resulted 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 incurred a restocking fee of
$15,000.


                  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, 2001, 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 three fiscal years.

In May of 1999 we entered into a joint venture with Bridge Technology, Inc.
Pursuant to the agreement, we agreed to provide our know-how and contributed
$50,000 toward the capitalization of Pacific Bridge Net, a subsidiary of Bridge
Technology.  The mission of Pacific Bridge Net is to design, develop (patent and
copyright), market and sell various devices required to provide high speed
broadband wireless access to the Internet backbone infrastructure. We own a 20%
interest in the venture, and will have the right to sell any radio equipment
that is developed through the venture in the United States.  As of December 31,


                                      -11-
<PAGE>
1999, the amount of this investment was reduced to $36,885, resulting from our
20% allocation of the losses reported by Pacific Bridge Net for fiscal year
1999. Pacific Bridge Net has finished an engineering prototype of a wireless
radio with a built-in firewall and integrated router (which may eliminate the
need for a proxy server or complicated network configuration), and has been
testing it for a period of approximately 12 weeks for reliability and stability
in real wireless network deployment.    The formal agreement was terminated by
mutual consent as of July 1, 2000, and  we  have ceased all business activities
with Global Bridge E Net.

                              GOVERNMENT REGULATION

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

A large portion of our wireless networks 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 15 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 5528 square feet of office space with roof rights for antennas.
We renewed the lease on March 30, 1999 and it will expire in 2004.  The monthly
rent ranges from approximately $11,114 in the first year to $12,225 in the fifth
year.  This office space is in good condition and satisfies our current space
needs.

As of December 31, 2001, 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


                                      -12-
<PAGE>
the cost of the lease (which is approximately $4,021 per month.  We opened a
sales office in Los Angeles County, California, that comprises 1,993 square feet
and 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.

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 affiliates (collectively, "PIP") for breach of contract,
breach of the implied covenant of good faith and fair dealing, promissory
estoppel and intentional interference with existing contract.  The dispute arose
out of a convertible debt note we signed dated January 6, 2000, as amended, in
which PIP proposed to finance up to $2.5 million dollars through the purchase of
convertible notes at eight percent interest (with an option to purchase up to $3
million dollars in additional notes).

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


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


                                      -13-
<PAGE>
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. The case
is set for trial on April 8,2002.

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
          2001  First Quarter   0.41  0.09
          2001  Second Quarter  0.16  0.01
          2001  Third Quarter   0.10  0.01
          2001  Fourth Quarter  0.04  0.02

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


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

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

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


Holders
-------

As of December 31, 2001, we had approximately  108 stockholders of record.

Dividends.
---------


                                      -15-
<PAGE>
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, 2001 through
December  31,  2001:

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.

On March 29, 2001,  Worldwide Wireless issued 200,000 restricted common shares
to Columbia Financial Group, Inc. in consideration of public relations services
valued at $28,000.  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 March 31, 2001,  Worldwide Wireless issued 553,582 restricted common shares
to Universal Business Insurance, Inc. in consideration of an officer and
director liability insurance policy valued at $77,502.  The transaction was
exempt from registration pursuant to 4(2) of the Securities Act of 1933 as a
private offering not involving any public distribution.

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

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


                                      -16-
<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 2002, we plan to continue  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 and/or other private investments.

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

We currently have approximately $10,000 of excess Adaptive Broadband equipment
that we are in the process of disposing at a discount. During fiscal year 2001,
we disposed of approximately $180,000 of Adaptive Broadband equipment at
discounts of up to 50%.

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. 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


                                      -17-
<PAGE>
amounts or on acceptable terms to continue to fund operations and continue
growth of our customer base. We have a $20,000,000 equity line with Whitsend
Investments Limited, of which approximately $326,000 was utilized in fiscal
2001, 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.

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


                                      -18-
<PAGE>
effects of the 7,000,000 share issuance as though it happened ratably since
inception of Pacific.  The management of Worldwide resigned and the management
and board of Pacific filled the vacancy.

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

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

We entered into an agreement with Bridge Technology, Inc. on June 28, 2000.
Under this Agreement, we issued 300,000 shares of restricted common stock for
150,000 restricted shares of Bridge Technology common stock. The shares were
issued as restricted in accordance with the Securities and Exchange Commission
Regulation 144.  During the second quarter ended June 30, 2001, we were notified
by Bridge Technology that they unilaterally cancelled the 150,000 share stock
certificate issued to us without our consent. We view this as an illegal and
fraudulent action. At this time we are contemplating our options ranging from
further negotiations to possible litigation.

We have taken an other-than-temporary loss of $1,050,000 on our original
investment in Bridge Technology of $1,200,000 , of which $550,000 are recorded
on our year-end December 31, 2001 financial statements. The original
other-than-temporary loss of $500,000 was recorded on our year-end December 31,
2000 financial statements.  Our investment in Bridge Technology suffered losses
because of weak market conditions.  The original price per share of $8.00 in
July 2000 suffered from a continuous decline down to $1.14 by the end of
December 2001.  Based upon market forecasts and the slim probability of a
reverse trend, our management recognized a permanent write down from $4.67 to
$1.00 per share to arrive at an investment carrying value of $150,000 or $1.00
per share.

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

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

On June 28, 2000, Worldwide Wireless issued 300,000 shares of its common stock
valued at $1,200,000 to Bridge Technology, Inc. in exchange for 150,000 shares
of Bridge Technology, Inc. stock valued at $1,200,000 based on the quoted stock


                                      -19-
<PAGE>
prices on the market at the time of exchange. As of December 31, 2001, Worldwide
Wireless recorded at total of $1,050,000 of  losses on this investment, an
investment available for sale. The aggregate fair market value of Bridge
Technology, Inc was $150,000. A loss of $550,000 in 2001 and $550,000 in 2000
has been recognized due to management's determination that this decline in value
is permanent.

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 $250,000 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


                                      -20-
<PAGE>
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.

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

On 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


                                      -21-
<PAGE>
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 Networks, Inc.  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.

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

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

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

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

On February 23, 2001, Worldwide Wireless issued 118,686 shares of common stock
in exchange for conversion of  $20,000 notes payable due  Trinity Capital
Advisors, Inc. plus accrued interest of $34 for a total consideration of
$20,035.

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

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


                                      -22-
<PAGE>
On March 16, 2001 World Wide Wireless Networks, Inc. went into default on a
secured promissory note. PHI Mutual Ventures, LC loaned us $1,000,000 under a
secured promissory note bearing interest at 11% per annum on March 15, 2000. The
promissory note became due on March 15, 2001, and began to accrue a late
interest rate of 18% per annum. As of the date of this filing, we are in default
on the principal and interest in the amount of $1,262,524, which indebtedness
exceeds 5% of our total assets. We are currently negotiating with PHI Mutual
Ventures, LC to obtain an extension on the promissory note, however there can be
no assurance that these negotiations will be successful.

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

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

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

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

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

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

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

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

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

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


                                      -23-
<PAGE>
On July 9, 2001, Worldwide Wireless issued 1,515,152 shares if common stock for
cash of $19,185 to Whitsend Investments Limited under our Private Equity Line of
Credit.

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

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

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

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

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

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

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

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

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

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


                                      -24-
<PAGE>
On August  9, 2001, Worldwide Wireless issued  2,202,746 shares of common stock
in exchange for conversion of $27,770 notes payable due AMRO International, S.A.
plus accrued interest of $2,187 for a total consideration of $29,957

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

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

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

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, 2001 cash reserves totaled $52,383 with total
current assets of $239,341.

We have posted operating losses since inception.  Our long-term debt was
$603,530 as December 31, 2001.  Our current liabilities for that same date were
$4,788,852 of which $2,201,456 accounts for the current portion of, our long
term liabilities discussed above, and $1,284,857 is attributable to current
accounts payable.  We anticipate a reduction of approximately $14,960 in March
2002, 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, 2001, our principal commitments consisted of office,
roof-rights payments, and equipment leases.  Future minimum principal payments
on notes payable were approximately, $2,186,497 in 2002, and $603,530 in 2003.
Future minimum capital lease payments were $15,954 through 2002.  Future minimum
operating lease payments at December 31, 2000 were $874,814. with payments due
through the end of fiscal years 2002 and 2003 of  $366,210 and $319,801,
respectively.

The consolidated cash flows show net cash used for our operating activities for
the fiscal year ended December 31, 2001 was $474,260.  Net cash used for
operating activities consisted primarily of net operating losses and network
asset purchases.  Net cash provided by our financing activities was $600,991
during the same period.  Net cash provided by financing activities was
principally attributable to the sale of debt and equity securities.

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


                                      -25-
<PAGE>
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.

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
continuation of our business goals as of December 31, 2001.  We have  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
During fiscal 2001, we utilized this line for a total capital investment of
$326,339 by issuing  9,689,535 shares of capital stock.

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.

During fiscal year 2002, 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 only enhance our Orange County
network at this time.


                                      -26-
<PAGE>
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,      Dec 31,
                                1997       1998        1999         2000         2001
                              ---------  ---------  -----------  -----------  -----------
<S>                           <C>        <C>        <C>          <C>          <C>

Revenues. . . . . . . . . .   $271,841   $841,841   $1,980,203   $3,351,878   $1,965,924

AS A PERCENTAGE OF REVENUES
Cost of sales . . . . . . .   $189,382   $430,600   $  972,802   $2,292,996   $1,054,623

                                  69.7%      51.1%        49.1%        68.4%        53.6%

Gross profit. . . . . . . .   $ 82,459   $411,241   $1,007,401   $1.058,882   $  911,200

                                  30.3%      48.9%        50.9%        31.6%        46.4%

Operating expenses:
  Selling . . . . . . . . .   $ 68,827   $158,592   $  616,022   $  836,088   $  304,657

                                  25.3%      18.8%        31.1%        24.9%        15.5%

  General and administrative  $154,596   $549,987   $2,417,450   $3,990,987   $3,270,704

                                  56.9%      65.3%       122.1%       119.1%       166.4%

  Total operating expenses .  $223,423   $708,579   $3,033,472   $4,827,075   $3,575,361

                                  82.2%      84.2%       153.2%       144.0%       181.9%

Loss from operations . . . .  $140,964   $297,338   $2,026,071   $3,768,193   $2,664,060

                                  51.9%      35.3%       102.3%       112.4%       135.6%

Other income (expense), net   $(12,529)  $(32,045)  $  (25,181)  $ (887,179)  $ (974,224)

                                   4.6%       3.8%         1.3%        25.6%        49.5%


Net loss . . . . . . . . . .  $153,493   $330,183   $2,051,252   $4,655,372   $3,638,284
                                  56.5%      39.2%       103.6%       138.9%       201.9%
</TABLE>


                 TWELVE MONTHS ENDED DECEMBER 31, 2001 AND 2000

Revenues for the period ended December 31, 2001 were $1,965,823, which
represented an decrease of $1,386,055 from $3,351,878 for the period ended
December 31, 2000.  The decrease was primarily attributable to discontinuing our
dial-up and DSL services as well as decreased equipment sales. In 2000 dial-up
services were $98,502, DSL services were $170.968, and equipment sales $943,302
a decline of  $718,515 for 2001. Wireless customers generated approximately
$1,275,936 of our total revenues for such period.  Frame circuits customers
generated approximately $426,325 of our total revenues and equipment sales


                                      -27-
<PAGE>
generated $224,787 of our total revenues for the period.  The balance of $38,775
resulted from other services, including co-location, and consulting services.

Cost of sales for the fiscal year ended December 31, 2001 was $1,054,623 which
represents an decrease of $1,382,393 from $2,292,996 recorded for the period
ended December 31, 2000.  The decrease was primarily attributable to decreased
third-party network service expense on a per customer basis and a decrease in
cost of equipment purchased for resale.

Selling expenses for the fiscal year ended December 31, 2001 were $304,657,
which represented a decrease of $531,431 from $836,088 for the period ended
December 31, 2000.  The decrease was primarily due to the company restructuring
which commenced in late fiscal 2000 and was completed in 2001 which resulted in
a reduction in sales personal and a change in compensation arrangements

General and administrative expenses for the 2001 fiscal year were $3,270,704,
which represented a decrease of $720,283 from $3,990,987 for fiscal year 2000.
The decrease was primarily due to the company reorganization, staff reductions,
and a decrease in  legal, professional and outside services as expenses related
to being a public company stabilized.  We expect slight increases in  our
general and administrative expenses due to increased advertising and staff
additions as our cash flow permits.

Interest expense consists primarily of interest expense on notes payable and
capital equipment leases.  Interest expense for fiscal year 2001 was $399,301
which represented a increase of $212,806 from interest expense of $186,495 for
fiscal year 2000.  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, 2001, totaled $3,638,284, or
$.13 per share, compared to $4,655,372, or $.37 per share, for the fiscal year
ended December 31, 1999.  As discussed above the 2001 period was impacted by
revenue decreases due to discontinued services as well as  costs reductions
associated with a decreases in the number of sales personnel, administrative
personnel, professional and consulting services, and other costs savings due to
the continued refocusing of company operations to the Orange County market only

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.


                                      -28-
<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 1, 2002 Worldwide Wireless Networks went into default on a series of
secured  promissory notes with Esyon Corporation. Beginning on December 28, 2000
through April 2, 2001 Esyon Corporation loaned us a cumulative total of $487,000
under  a  series  of secured promissory notes bearing interest at 10% per annum.
The  promissory  notes  became due on January 1, 2002. As of Janaury 1, 2002, we
are  in  default  on the principal and interest in the amount of $531,820, which
indebtedness  exceeds  5% of our total assets. We are currently negotiating with
Esyon  Corporation to obtain an extension on the promissory notes, however there
can  be  no  assurance  that  these  negotiations  will  be  successful


                                      -29-
<PAGE>
On December 28, 2001, the company 's attorneys terminated their retainer
agreement due to issues related to fees and non-payment by Worldwide Wireless.
As of  January 1, 2002, the company owed approximately $287,000 in past sue
fees. In February 2002, the company signed a promissory note in the amount of
$286,972 which requires monthly installments commencing at $1,000 in February
2002 and increasing each January thereafter.

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

ITEM 7:  FINANCIAL STATEMENTS

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

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

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

                        DIRECTORS AND EXECUTIVE OFFICERS


Name                       Age       Position Held
-------------------------  ---  -----------------------
Jerry Collazo               41  President
                                Chief Financial Officer
                                Director

Dennis Shen                 35  Chairman of the Board

Jack Tortorice (1)          53  Chairman of the Board


                                      -30-
<PAGE>
Vincent (Li-Hsiu) Tsao(2)   37  Director

Steve Button                38  Secretary

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

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

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

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

DENNIS SHEN.  Mr. Shen was appointed as a Director of Worldwide Wireless, Inc.
on February 13, 2001. On August 2,2001 Mr. Shen was appointed the Chairman of


                                      -31-
<PAGE>
the Board of Directors. 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.

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

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

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


                                      -32-
<PAGE>
ITEM 10:  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

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

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

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

ITEM  11:  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

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

<TABLE>
<CAPTION>
<S>              <C>                                    <C>                   <C>
---------------  -------------------------------------  --------------------  ---------
(1)               (2)                                   (3)                   (4)
                 NAME AND ADDRESS OF BENEFICIAL         AMOUNT AND NATURE     PERCENT
TITLE OF CLASS   OWNER                                  OF BENEFICIAL OWNER   OF CLASS
---------------  -------------------------------------  --------------------  ---------
Common Stock     Dennis Shen (Director)                          2,398,5001       5.50%
                 And Susan Shen
                 770 The City Drive South, Suite 3700
                 Orange, California 92868
---------------  -------------------------------------  --------------------  ---------
Common Stock     Ming-Chau Yeung                                   688,0002       1.60%
                 9 Red Coat Place
                 Irvine, California 92602
---------------  -------------------------------------  --------------------  ---------
                 ALL EXECUTIVE OFFICERS AND DIRECTORS             3,286,500       7.55%
                 AS A GROUP
---------------  -------------------------------------  --------------------  ---------
</TABLE>


                                      -33-
<PAGE>
(1)  Dennis Shen is the record owner of 500,000 shares and options to purchase
     4,500 shares; he and Susan Shen jointly own 1,606,000 shares, and they
     share voting and investment power over 688,000 shares held by Susan's
     mother, Ming-Chau Yeung.
(2)  Includes options to purchase 3,600 shares exercisable within 60 days from
     the date of this filing.


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


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

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


                                      -34-
<PAGE>
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

5.1     N/A

6.1     N/A

7.1     N/A

8.1     N/A


                                      -35-
<PAGE>
9.1     N/A

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      -36-
<PAGE>
10.16*    Stock Option Agreement, dated October 5, 2000, between Worldwide
          Wireless and Charles C. Bream
          (previously misfiled on Form 8-K filed on October 31, 2000 as Exhibit
          99.1)

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

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

11.1      N/A

12.1      N/A

13.1      N/A

14.1      N/A

15.1      N/A

16.1      N/A

17.1(2)   Letter Regarding Director Resignation

18.1      N/A

19.1      N/A

20.1      N/A

21.1(2)   Subsidiaries of the Registrant

22.1      N/A

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

27.1      N/A

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


                                      -37-
<PAGE>
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


                                      -38-
<PAGE>



                        WORLDWIDE WIRELESS NETWORKS, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000



<PAGE>
<TABLE>
<CAPTION>

                                 C O N T E N T S


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

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

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

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

Consolidated Statements of Cash Flows . . . . . . . . . . . . .   9

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


<PAGE>
                          INDEPENDENT AUDITOR'S REPORT


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

We  have  audited  the  accompanying  consolidated  balance  sheets of Worldwide
Wireless  Networks,  Inc.  as  of  December  31,  2001  and 2000 and the related
consolidated  statements  of operations, stockholders' equity and cash flows for
the  years then ended.  These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
consolidated  financial  statements  based  on  our  audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
Worldwide  Wireless  Networks,  Inc.  as  of  December 31, 2001 and 2000 and the
results  of its operations and cash flows for the years then ended in conformity
with  accounting  principles generally accepted in the United States of America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company will continue as a going concern.  As discussed in Note 10 to
the  financial  statements,  the Company has suffered recurring operating losses
and  its  dependent  upon financing to continue operations.  These factors raise
substantial  doubt  about  the  ability  to  continue  as  a  going  concern.
Management's  plans  in  regard  to these matters are also described in Note 10.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.



Chisholm  &  Associates
North  Salt  Lake,  Utah
March  1,  2002


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


                                  ASSETS
                                  ------
                                                                December 31,
                                                         -------------------------
                                                             2001         2000
                                                         ------------  -----------
<S>                                                      <C>           <C>
CURRENT ASSETS

  Cash and cash equivalents                              $    52,383   $  121,329
  Accounts receivable (net of allowance for
  doubtful accounts of $7,500 and $15,000, respectively       57,457      263,797
  Employee advance                                                 -        7,500
  Inventory                                                   88,932    2,131,892
  Prepaid expenses                                            40,569       39,001
                                                         ------------  -----------

    Total Current Assets                                     239,341    2,563,519
                                                         ------------  -----------

PROPERTY AND EQUIPMENT

  Office equipment                                           193,981      197,592
  Leased equipment                                           115,165       61,315
  Machinery equipment                                      1,833,344    1,839,675
                                                         ------------  -----------
                                                           2,142,490    2,098,582

  Less:
    Accumulated depreciation - leased equipment              (74,778)     (61,315)
    Accumulated depreciation                              (1,725,437)    (801,475)
                                                         ------------  -----------

      Total Property and Equipment                           342,275    1,235,792
                                                         ------------  -----------

OTHER ASSETS

  Investments available for sale                             150,000      300,000
  Deferred charges                                                 -        2,858
  Deposits                                                    43,023       52,421
                                                         ------------  -----------

    Total Other Assets                                       193,023      355,279
                                                         ------------  -----------

      TOTAL ASSETS                                       $   774,639   $4,154,590
                                                         ============  ===========
</TABLE>


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

                                        4
<PAGE>
<TABLE>
<CAPTION>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                    Consolidated Balance Sheets (Continued)

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

                                                             December 31,
                                                      --------------------------
                                                          2001          2000
                                                      ------------  ------------
<S>                                                   <C>           <C>
CURRENT LIABILITIES

  Accounts payable                                     $1,284,859    $3,099,153
  Accrued expenses                                      1,182,437       328,816
  Lines of credit                                          52,299        69,839
  Unearned revenue                                         67,801        90,525
  Current portion of long-term liabilities              2,201,456     1,763,080
                                                      ------------  ------------

     Total Current Liabilities                          4,788,852     5,351,413
                                                      ------------  ------------

LONG-TERM LIABILITIES

  Notes payable                                         2,111,497     1,777,282
  Notes payable - related party                            75,000        75,000
  Convertible debentures                                  603,530     1,000,000
  Capital lease obligations                                14,959        10,798
  Less current portion                                 (2,201,456)   (1,763,080)
                                                      ------------  ------------

     Total Long-Term Liabilities                          603,530     1,100,000
                                                      ------------  ------------

TOTAL LIABILITIES                                       5,392,382     6,451,413
                                                      ------------  ------------

STOCKHOLDERS' EQUITY

  Common stock, 50,000,000 shares of $0.001 par value
  authorized, 43,555,358 and 12,844,060 shares issued
  and outstanding                                          43,556        12,844
  Additional paid-in capital                            6,167,285     5,280,633
  Accumulated comprehensive income (loss)                       -      (400,000)
  Retained earnings                                   (10,828,584)   (7,190,300)
                                                      ------------  ------------

     Total Stockholders' Equity                        (4,617,743)   (2,296,823)
                                                      ------------  ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $   774,639   $ 4,154,590
                                                      ============  ============
</TABLE>


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

                                        5
<PAGE>
<TABLE>
<CAPTION>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                      Consolidated Statements of Operations

                                          For the Years Ended
                                               December 31,
                                       --------------------------
                                           2001          2000
                                       ------------  ------------
<S>                                    <C>           <C>
REVENUES                               $ 1,965,924   $ 3,351,878

COST OF SALES                            1,054,623     2,292,996
                                       ------------  ------------

GROSS PROFIT                               911,301     1,058,882
                                       ------------  ------------

SELLING EXPENSES                           304,657       836,088

GENERAL AND ADMINISTRATIVE EXPENSES      3,270,704     3,990,987
                                       ------------  ------------

TOTAL OPERATING EXPENSES                 3,575,361     4,827,075
                                       ------------  ------------

OPERATING INCOME (LOSS)                 (2,664,060)   (3,768,193)
                                       ------------  ------------

OTHER INCOME AND (EXPENSES)

  Bad debt expense                         (52,467      (207,343)
  Loss on disposal of assets                (5,385        (6,135)
  Loss on investment                      (550,000      (536,885)
  Miscellaneous income                      32,929        49,679
  Interest expense                        (399,301      (186,495)
                                       ------------  ------------

    Total Other Income and (Expenses)     (974,224      (887,179
                                       ------------  ------------

INCOME (LOSS) BEFORE INCOME TAXES       (3,638,284    (4,655,372

PROVISION FOR INCOME TAXES (Note 1)              -             -
                                       ------------  ------------

NET INCOME (LOSS)                      $(3,638,284   $(4,655,372
                                       ============  ============

NET INCOME (LOSS) PER SHARE            $     (0.13   $     (0.37
                                       ============  ============

WEIGHTED AVERAGE OUTSTANDING SHARES     28,203,640    12,594,366
                                       ============  ============
</TABLE>


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

                                        6
<PAGE>
<TABLE>
<CAPTION>
                                       WORLDWIDE WIRELESS NETWORKS, INC.
                                Consolidated Statements of Stockholders' Equity
                                          December 31, 2001 and 2000


                                              Common Stock       Additional     Retained     Accumulated
                                          --------------------    Paid-In       Earnings    Comprehensive
                                            Shares     Amount     Capital      (Deficit)     Income Loss)
                                          -----------  -------  ------------  ------------  --------------
<S>                                       <C>          <C>      <C>           <C>           <C>
Balance, December 31, 1999                 11,799,988  $11,800  $ 2,415,345   $(2,534,928)    $          -

January 2000 - stock issued for cash
 at $2 per share                              250,000      250      499,750             -                -

February 2000 - stock issued for
 services at $2 per share                     200,000      200      399,800             -                -

February 2000 - stock issued for
 acquisition of Tarrab Capital Group
 at $4 per share                                5,000        5       19,995             -                -

March 2000 - stock issued for insurance
 policy at $4.13 per share                      8,000        8       32,992             -                -

April 2000 - stock issued for services
 at $5.92 per share                               915        1        5,416             -                -

May 2000 - stock issued for cash
 at $2.50 per share                           100,000      100      249,900             -                -

May 2000 - stock issued for cash
 at $3.45 per share                           144,887      145      499,855             -                -

June 2000 - warrants issued for
 private equity line                                -        -       48,000             -                -

June 2000 - warrants issued for
 services                                           -        -       63,000             -                -

June 2000 - November 2000 - stock
 options vested for services                        -        -       13,800             -                -

June 2000 - stock issued for services
 at $2.32 per share                            45,157       45      104,945             -                -

June 2000 - cash paid for offering costs            -        -      (30,000)            -                -

June 2000 - Stock issued for offering
 costs at $3.45 per share                       5,000        5           (5)            -                -

June 2000 - stock issued for
 investment at $4 per share                   300,000      300    1,199,700             -                -

July 2000 - stock issued for services
 at $3 per share                                5,000        5       14,995             -                -
                                          -----------  -------  ------------  ------------  --------------

Balance Forward                           $12,863,947  $12,864  $ 5,537,488   $(2,534,928)  $            -
                                          -----------  -------  ------------  ------------  --------------
</TABLE>


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

                                        7
<PAGE>
<TABLE>
<CAPTION>
                                        WORLDWIDE WIRELESS NETWORKS, INC.
                           Consolidated Statements of Stockholders' Equity (Continued)
                                            December 31, 2001 and 2000



                                                 Common Stock          Additional    Retained       Accumulated
                                          --------------------------    Paid-In      Earnings      Comprehensive
                                             Shares        Amount       Capital      (Deficit)     Income (Loss)
                                          ------------  ------------  -----------  -------------  ---------------
<S>                                       <C>           <C>           <C>          <C>            <C>
Balance Forward                           $12,863,947   $    12,864   $5,537,488   $  2,534,928)  $            -

July 2000 - stock canceled for
 convertible debentures                      (144,887)         (145)    (499,855)             -                -

July 2000 - stock issued for cash
 at $2 per share                              125,000           125      249,875              -                -

July 2000 - cash paid for offering costs            -             -       (6,875)             -                -

Net unrealized income (loss) for the
 year ended December 31, 2000                       -             -            -              -         (400,000)

Net income (loss) for the year
 ended December 31, 2000                            -             -            -     (4,655,372)               -
                                          ------------  ------------  -----------  -------------  ---------------

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

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

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

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

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

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

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

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

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

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

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

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


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

                                        8
<PAGE>
<TABLE>
<CAPTION>
                                    WORLDWIDE WIRELESS NETWORKS, INC.
                       Consolidated Statements of Stockholders' Equity (Continued)
                                        December 31, 2001 and 2000


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Balance, December 31, 2001           43,555,358  $  43,556  $  6,167,285   $(10,828,584)  $            -
                                     ==========  =========  =============  =============  ===============
</TABLE>


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

                                        9
<PAGE>
<TABLE>
<CAPTION>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                      Consolidated Statements of Cash Flows


                                                               For the Years Ended
                                                                   December 31,
                                                           --------------------------
                                                               2001          2000
                                                           ------------  ------------
<S>                                                        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income (loss)                                        $(3,638,284)  $(4,655,372)
  Non-cash items:
    Depreciation and amortization                            1,013,071       575,717
    Bad debt                                                    (7,500)       (5,000)
    Loss on investment                                         550,000       536,885
    Stock and warrants issued for services                     171,901       683,207
    Loss on disposal of asset                                    5,385         6,135
    Note issued for legal settlement                            45,000             -
  Shares issued for interest                                    23,844             -
  (Increase) decrease in current assets:
    Accounts receivable                                        213,840       (93,706)
    Employee advance                                             7,500        (4,500)
    Prepaid expenses                                            (1,568)      (14,433)
  Deferred charges                                               2,858        19,126
    Inventory                                                2,123,090    (2,002,031)
  Increase (decrease) in current liabilities:
    Accounts payable                                        (1,814,294)    2,443,668
    Accrued expenses                                           853,621       244,883
    Unearned revenue                                           (22,724)      (11,831)
                                                           ------------  ------------

      Net Cash Provided (Used) by Operating Activities        (474,260)   (2,277,252)
                                                           ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of property and equipment                          (207,225)     (911,066)
  Cash (to) from deposits                                        9,398       (16,224)
  Proceeds from sale of assets                                   2,150             -
                                                           ------------  ------------

        Net Cash Provided (Used) by Investing Activities      (195,677)     (927,290)
                                                           ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Cash paid on line of credit                                  (17,540)      (19,484)
  Cash from sale of stock                                      326,339     1,063,000
  Cash received from debt financing                            440,750     2,262,150
  Principal payments on long-term debt                        (147,373)     (109,227)
  Cash paid for registration fees                               (1,185)       (6,879)
                                                           ------------  ------------

      Net Cash Provided (Used) by Financing Activities     $   600,991   $ 3,189,560
                                                           ------------  ------------
</TABLE>

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

                                       10
<PAGE>
<TABLE>
<CAPTION>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                Consolidated Statements of Cash Flows (Continued)


                                                For the Years Ended
                                                    December 31,
                                             -------------------------
                                                2001          2000
                                             -----------  ------------
<S>                                          <C>          <C>
INCREASE (DECREASE) IN CASH                  $  (68,946)  $   (14,982)

CASH AND CASH EQUIVALENTS AT BEGINNING
 OF PERIOD                                      121,329       136,311
                                             -----------  ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD   $   52,383   $   121,329
                                             ===========  ============

SUPPLEMENTAL CASH FLOW INFORMATION:

  Cash paid for interest                     $   50,479   $    29,205
  Cash paid for income taxes                 $    3,843   $         -

Non-cash financing transaction:

  Stock and warrants issued for services     $  171,901   $   683,207
  Stock issued for investment                $        -   $ 1,200,000
  Stock issued for notes payable             $  396,470   $   100,000
  Stock canceled for convertible debentures  $        -   $   500,000
  Stock issued for interest                  $   23,844   $         -
</TABLE>


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

                                       11
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a.   Organization

          The  audited  financial statements presented for December 31, 2001 and
          2000, are those of Worldwide Wireless Networks, Inc. (formerly Pacific
          Link  Internet,  Inc.)  (The  "Company"). The Company was incorporated
          under  the  laws  of  the  State  of California on September 22, 1997,
          however  operations  began  on  August  1,  1997. The Company provides
          wireless  internet  access  to business and individuals. The Company's
          headquarters  are  located  in  Orange,  California.

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

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

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

          b.   Recognition  of  Revenue,  Deferred  Charges,  Unearned  Revenue

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

          c.   Earnings  (Loss)  Per  Share

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


                                       12
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          c.   Earnings  (Loss)  Per  Share  (Continued)

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

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

          For the year ended
           December 31, 2000
             Basic EPS
             Income (loss to
             common shareholders  $  (4,655,372)     12,594,366  $    (0.37)
                                  --------------  =============  ===========
</TABLE>

          d.   Provisions  for  Income  Taxes

          No  provision  for income taxes has been recorded due to net operating
          loss  carryforwards  totaling  approximately  $10,800,000 that will be
          offset against future taxable income. These NOL carryforwards begin to
          expire  in  the  year  2013.  No  tax benefit has been reported in the
          financial  statements  because the Company has yet to generate taxable
          income.

          Deferred  tax  assets  and  the  valuation  account  is  as follows at
          December  31,  2001  and  2000:

             Deferred tax asset:         2001         2000
                                     -----------  ------------
                NOL carryforward     $3,672,000   $ 2,453,013
                Valuation allowance  (3,672,000)   (2,453,013)
                                     -----------  ------------
                Total                $        -  $         -
                                     ===========  ============

          e.   Cash  and  Cash  Equivalents

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

          f.   Property  and  Equipment

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


                                       13
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 1 -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

          f.  Property  and  Equipment  (Continued)

          The  provision  for depreciation is calculated using the straight-line
          method  over the estimated useful lives of the assets. Useful lives of
          assets  are  as  follows:  Computer and wireless network equipment - 2
          years;  DSL  equipment  -  1  year;  Furniture and fixtures - 7 years;
          Office  equipment  - 5 years. Depreciation expense for the years ended
          December  31,  2001 and 2000 is $1,013,071 and $575,717, respectively.

          g.  Investments  Available  for  Sale

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

          The  following  is  a  summary of available for sale equity securities
          which  consist  of  an  investment  in  a  technology  company:


                                Gross        Gross      Estimated
                             Unrealized   Unrealized   Fair Market
                                Cost         Gains        Losses      Value
                             -----------  -----------  ------------  --------

          December 31, 2001  $ 1,200,000  $         -  $          -  $150,000

          December 31, 2000  $ 1,200,000  $         -  $    400,000  $300,000


          During  2001 and 2000, management determined that the decrease in fair
          market  value  was permanent. At December 31, 2001 and 2000, a loss on
          the  investment  has  been  recognized  of  $550,000  and  $500,000,
          respectively

NOTE 2 -  RELATED PARTY TRANSACTIONS

          During  2000,  the  Company  received $75,000 from a shareholder for a
          note  payable.  As  of  December 31, 2001 and 2000, the balance due is
          $75,000.


                                       14
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 3 - LONG-TERM LIABILITIES

<TABLE>
<CAPTION>
          Long-term  liabilities  are  detailed in the following schedules as of
          December  31,  2001  and  2000:


          Notes payable is detailed as follows:                  2001      2000
                                                               --------  --------
<S>                                                            <C>       <C>
          Note payable to an individual, no monthly
           payment, payable on demand, bears
           interest at 10%, unsecured note.                    $ 29,487  $ 38,000

          Note payable to a corporation, payments
           due monthly of $5,457 until paid in full,
           bears interest at 12%, unsecured note.                 3,510     8,879

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

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

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

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

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

          Note payable to a corporation, no monthly
           payment, payable on demand, bears interest
           at 56.75%, secured by equipment.                      46,500   130,403
                                                               --------  --------

          Balance Forward                                      $991,497  $702,282
                                                               --------  --------
</TABLE>


                                       15
<PAGE>
<TABLE>
<CAPTION>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

NOTE 3 - LONG-TERM LIABILITIES (Continued)

                                                                    2001        2000
                                                                 ----------  ----------
<S>                                                              <C>         <C>
          Balance Forward                                        $  991,497  $  702,282

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

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

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

          Total Notes Payable                                     2,111,497   1,777,282
                                                                 ----------  ----------

          Convertible debentures is detailed as follows:

          Note payable to a corporation, no monthly
           payment, bears interest at 7%, due June 2003,
           unsecured note.                                          149,300     300,000

          Note payable to a corporation, no monthly
           payment, bears interest at 7%, due June
           2003, unsecured note.                                    454,230     700,000
                                                                 ----------  ----------

          Total Convertible Debentures                              603,530   1,000,000
                                                                 ----------  ----------

          Notes payable - related party is detailed as follows:

          Note payable to a shareholder, no monthly
           payment, payable on demand, bears interest
           at 10%, unsecured note.                                   75,000      75,000
                                                                 ----------  ----------

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


                                       16
<PAGE>
<TABLE>
<CAPTION>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 3 -  LONG-TERM LIABILITIES (Continued)

          Capital lease obligations are detailed in the following schedule as of
          December  31,  2001  and  2000  as  followed:

                                                            2001        2000
                                                         ----------  ----------
<S>                                                      <C>         <C>
          Capital lease obligation to a corporation
           for antenna equipment, lease payments due
           monthly of $710 through January 2001,
           bears interest at 19.7%, secured by antenna
           equipment.                                    $        -  $    2,638

          Capital lease obligation to a corporation
           for wireless equipment, lease payments due
           monthly of $175 through May 2001,
           bears interest at 18%, secured by
           wireless equipment.                                    -         855

          Capital lease obligation to a corporation
           for wireless equipment, lease payments due
           monthly of $1,244 through October 2000,
           bears interest 15.5%, secured by wireless
           equipment.                                             -       7,305

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

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

          Total Lease Obligations                            14,959      10,798
                                                         ----------  ----------

          Total Long-Term Liabilities                     2,804,986   2,863,080

          Less current portion of:
            Notes payable                                 2,111,497   1,677,282
            Convertible debentures                                -           -
            Notes payable - related party                    75,000      75,000
            Capital lease obligation                         14,959      10,798
                                                         ----------  ----------

          Total current portion                           2,201,456   1,763,080
                                                         ----------  ----------

          Net Long-Term Liabilities                      $  603,530  $1,100,000
                                                         ==========  ==========
</TABLE>


                                       17
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 3 -  LONG-TERM LIABILITIES

          Future  minimum  principal payments on notes payable are as follows at
          December  31,  2001:

                    2002                                    $     2,186,497
                    2003                                            603,530
                                                            ---------------
                    Total notes payable                     $     2,790,027
                                                            ===============

          Future minimum lease payments are as follows at December 31,2001:

                    2002                                     $        15,954
                                                             ---------------

                    Less portion representing interest
                    Total                                    $       14,959
                                                             ==============

NOTE 4 -  LINES OF CREDIT

          The  Company  has  two  lines  of credit. The average interest rate is
          11.75%.  The  Company is making principal and interest payments on the
          balances  outstanding  and  has  no  additional  credit available. The
          balances  due  at December 31, 2001 and 2000 were $52,299 and $69,839,
          respectively.

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

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

NOTE 6  - COMMITMENTS AND CONTINGENCIES

          The  Company  has  an  operating lease for office space. Monthly lease
          payments  are  due  of  $4,021.  The  lease expires in September 2003.

          The  Company  has  an  operating  lease  for office space and storage.
          Monthly  lease payments are due of $11,114. The lease expires in March
          2004.


                                       18
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 6 -  COMMITMENTS AND CONTINGENCIES  (Continued)

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $1,050.  The  lease  expires  in  August 2003.

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $300.  The  lease  expires  in  October  2003.

          The  Company  has  an  operating  lease  for  roof  space  that  could
          potentially  secure  up  to three antennas. Monthly lease payments are
          due  of  $1,216.  The  lease  expires  in  September  2003.

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $1,800.  The  lease expires in September 2003.

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $473.  The  lease  expires  in  February 2003.

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $200.  The  lease  expires  in  July  2002.

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $420.  The  lease  expires  in  March  2004.

          The  Company  has  an  operating lease for office space. Monthly lease
          payments  are  due  of  $2,890.  The  lease  expires in February 2005.

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $1,560.  The  lease  expires  in  June  2003.

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $561.  The  lease  expires  in  July  2003.

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $1,600.  The  lease  expires  in  March  2003.

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $650.  The  lease  expires  in  August  2010.

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $1,275.  The  lease  expires  in  August 2010.


                                       19
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 6 -  COMMITMENTS AND CONTINGENCIES (Continued)

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $600.  The  lease  expires  in  June  2004.

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $400.  The  lease  expires  in  June  2002.

          The  Company  has  an  operating  lease  for roof space. Monthly lease
          payments  are  due  of  $1,175.  The  lease  expires  in  August 2010.

          Future minimum operating lease payments are as follows at December 31,
          2001:


          2002                       $366,210
          2003                        319,801
          2004                        121,567
          2005                         37,086
          2006                         30,150
                                     --------

          Total                      $874,814
                                     ========
          Lease  expense  for  the  years  ended  December  31, 2001 and 2000 is
          $337,952  and  $373,947,  respectively.

          The  Company  is obligated under employment contracts to an officer of
          the Company through December 31, 2002, for $130,000 total compensation
          per  year.

          During  2000, the Company entered into a Private Equity Line of Credit
          Agreement  with Whitsend Investments Ltd. (Whitsend). Pursuant to this
          agreement,  Whitsend  has committed up to $20,000,000 for the purchase
          of  the  Company's  common stock over a 36-month period. Once every 15
          days,  the  Company  may  borrow  up  to $500,000 from Whitsend if the
          Company  meets  certain criteria. The Company is not obligated to draw
          on  any  funds.  During  2001  and  2000,  the  Company  has  drawn
          approximately  $326,000  and  $0,  respectively.

NOTE 7 -  EMPLOYEE  STOCK  OPTION  PLAN

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

          The exercise price for each option shall be established by the Company
          Board  of  Directors.  The  exercise  price per share for an Incentive
          Stock  Option  cannot  be  less


                                       20
<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 7 -  EMPLOYEE STOCK OPTION PLAN  (Continued)

          than  the fair market value of a share of stock on the effective grant
          date.  The  exercise  price  per share for a Nonstatutory Stock Option
          cannot  be  less than 85% of the fair market value of a share of stock
          on  the  effective  date  of  the  option.

          As  of  December 31, 2001, there are 895,911 options granted, of which
          512,223 are vested. No options are exercisable after the expiration of
          10  years after the effective grant date. The maximum number of shares
          to  be  issued  under  the  plan  is  1,000,000.

          A  summary  of  the  option  activity  follows:


                                                   Weighted
                                        Options     Average
                                       Available    Options    Exercise
                                       for Grant  Outstanding    Price
                                       ---------  -----------  ---------

          Granted, December 31, 2000   1,000,000      895,911  $    3.00
          Exercised                            -            -          -
          Canceled/forfeited                   -            -          -
          Balances, December 31, 2001  1,000,000      895,911  $    3.00

NOTE 8 -  WARRANTS

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

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

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

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


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<PAGE>
                        WORLDWIDE WIRELESS NETWORKS, INC.
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 8 -  WARRANTS (Continued)

          During 2001, the Company issued warrants to purchase 600,000 shares of
          common  stock  at  an  exercise price of $1.10 per share. The warrants
          issued  are  for a term of 5 years and expire in 2005. No compensation
          expense  was  recorded  since  the exercise price was greater than the
          fair  market  value  at  the grant date and no services were provided.

          The  following  summarizes  the  warrant  activity  for  2001:


          Warrants outstanding at January 1, 2001         625,000
          Warrants granted                              1,350,000
          Warrants expired                                      -
          Warrants exercised                                    -
                                                       ----------
          Warrants outstanding at December 31, 2001     1,975,000
                                                       ==========

          Weighted average exercise price of warrants
            outstanding at December 31, 2001           $     0.83
                                                       ==========


                                       Number of      Weighted
                                        Warrants       Average    Weighted
                                     Outstanding at   Remaining    Average
                                      December 31,   Contractual  Exercise
          Range of Exercise Prices        2001          Life        Price
          -------------------------  --------------  -----------  ---------
          0.04 - $0.18                     750,000         0.75  $    0.08
          1.10                           1,000,000         0.70  $    1.10
          4.20                             100,000         0.50  $    4.20
          4.69                             125,000         0.50  $    4.69


NOTE 9 -  STOCK OPTIONS - NON-EMPLOYEE

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

NOTE 10 - GOING CONCERN

          The  Accompanying financial statements have been prepared assuming the
          Company  will  continue  as  a  going  concern.  The  Company  has had
          recurring operating losses for the past several years and is dependent
          upon  financing to continue operation. The financial statements do not
          include  any  adjustments  that  might result from the outcome of this
          uncertainty.  It  is  management's  plan  to restructure the Company's
          debt,  increase  its  customer build out to obtain positive cash flows
          from  operations and utilize current outside funding sources to ensure
          the  Company's  customer  expansion  efforts.


                                       22
<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:
     -------------------------------
     Jerry Collazo
     President


  By:
     -------------------------------
     Steve Button
     Controller

Date:  March 28, 2002

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
------------------------------------------------------------------------


----------------------
Dennis Shen               Chairman of the Board          March 28, 2002



----------------------
Jerry Collazo             Director                       March 28, 2002


                                       23
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