<Page>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   -----------
                                  FORM 10-QSB/A
                                   -----------

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2000

[  ]     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: 000-23163

                       EAGLE WIRELESS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                     TEXAS                                    76-0494995
        (State or other jurisdiction)                       (IRS Employer
       of incorporation or organization                  Identification No.)

                              101 COURAGEOUS DRIVE
                          LEAGUE CITY TEXAS 77573-3925
          (Address of principal executive offices, including zip code)

                                 (281) 538-6000
              (Registrant's telephone number, including area code)

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

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

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

As of January 16, 2001, there were 26,394,493 shares of common stock
outstanding

<Page>

               EAGLE WIRELESS INTERNATIONAL, INC. AND SUBSIDIARIES
                                      INDEX

<Table>
<Caption>
PART 1 - FINANCIAL INFORMATION                                                                  PAGE
<S>                                                                                             <C>
         Item 1.  Financial Statements (Unaudited)
                  Balance Sheets at November 30, 2000 and August 31, 2000                          3

                  Statements of Income for the Three
                  Months Ended November 30, 2000 and 1999                                          4

                  Statements of Changes In Shareholders' Equity for the
                  Three Months Ended November 30, 2000 and 1999                                    5

                  Statements of Cash Flows for the Three Months Ended
                  November 30, 2000 and 1999                                                       6

                  Notes to the Financial Statements                                               7-24

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                            24-25

PART 2 - OTHER INFORMATION

         Item 1.  Legal Proceedings                                                               26

         Item 2.  Recent Sales of Unregistered Securities or Changes
                  in Securities and Use of Proceeds.                                              26

         Item 3.  Defaults Upon Senior Securities                                                 26

         Item 4.  Submission of Matters to a Vote of Security Holders                             26

         Item 5.  Other Information                                                               26

         Item 6.  Exhibits and Reports on Form 8-K                                                26

SIGNATURES                                                                                        26
</Table>


                                       2
<Page>

              EAGLE WIRELESS INTERNATIONAL, INC., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                     ASSETS

<Table>
<Caption>
                                                                           NOVEMBER 30,       AUGUST 31,
                                                                               2000              2000
                                                                        --------------------------------
                                                                            (UNAUDITED)        (AUDITED)
<S>                                                                     <C>              <C>
CURRENT ASSETS
     Cash and Cash Equivalents (Note 1)                                 $       31,629   $        32,346
     Accounts Receivable (Note 2)                                               10,459             9,902
     Inventories (Note 1)                                                        6,531             5,756
     Marketable Securities (Notes 1 & 9)                                         1,032               971
     Prepaid Expenses                                                              267               331
                                                                         -------------   ---------------
         TOTAL CURRENT ASSETS                                                   49,918            49,306

PROPERTY AND EQUIPMENT (NOTES 1 & 3):
     Operating Equipment                                                         2,765             2,703
     Less:  Accumulated Depreciation                                            (1,112)           (1,023)
                                                                         -------------    --------------
         TOTAL PROPERTY AND EQUIPMENT                                            1,653             1,680

OTHER ASSETS:
     Notes Receivable Clearworks.net (Note 23)                                   2,000                 0
     Security Deposits                                                              48                32
     Deferred Advertising Costs (Note 1)                                           374               385
     Deferred Syndication (Note 1)                                                   0               270
     Goodwill (Notes 1 & 4)                                                      5,638             5,966
     Less:  Accumulated Amortization                                              (274)             (194)
     Other Intangible Assets (Note 1)                                              524               171
     Other Assets                                                                  742                25
                                                                         -------------    --------------
         TOTAL OTHER ASSETS                                                      9,052             6,655
                                                                         -------------    --------------

TOTAL ASSETS                                                             $      60,623    $       57,641
                                                                         =============    --------------

                                   LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts Payable                                                    $       1,816    $        2,007
     Accrued Expenses                                                              114               308
     Notes Payable (Note 5)                                                        422                42
     Line of Credit (Note 7)                                                         0               266
     Capital Lease Obligations (Note 6)                                             53                59
     Federal Income Taxes Payable (Notes 1 & 10)                                   772               736
     Franchise Taxes Payable                                                        42                57
     Sales Taxes Payable                                                            17                17
     Deferred Taxes (Note 10)                                                       15                15
                                                                         -------------    --------------
         TOTAL CURRENT LIABILITIES                                               3,251             3,507

LONG-TERM LIABILITIES:
     Capital Lease Obligations
       (net of current maturities) (Note 6)                                         32                41
       Deferred Taxes (Note 10)                                                     32                32
                                                                         -------------    --------------
         TOTAL LONG-TERM LIABILITIES                                                64                73

COMMITMENTS AND CONTINGENT LIABILITIES (NOTE 17)

SHAREHOLDERS' EQUITY:
     Preferred Stock  -  $.001 par value
         Authorized  5,000,000 shares
         Issued  -0- shares                                                          0                 0

     Common Stock  -  $.001 par value
         Authorized  100,000,000 shares
         Issued and Outstanding at November 30, and August 31, 2000
         26,316,993 and 25,609,263, respectively                                    26                26
     Paid in Capital                                                            55,337            52,160
     Retained Earnings                                                           1,945             1,875
                                                                         -------------    --------------
         TOTAL SHAREHOLDERS' EQUITY                                             57,308            54,061
                                                                         -------------    --------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $      60,623    $       57,641
                                                                         =============    ==============
</Table>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       3
<Page>

              EAGLE WIRELESS INTERNATIONAL, INC., AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                              THREE  MONTHS ENDED
                                                                                  NOVEMBER 30,
                                                                         ----------------------------
                                                                            2000             1999
                                                                         ----------------------------
                                                                          (UNAUDITED)     (UNAUDITED)
<S>                                                                      <C>              <C>
NET SALES                                                                $     1,866      $       656

COST OF GOODS SOLD:
     Materials and Supplies                                                      503              108
     Direct Labor and Related Costs                                              527              119
     Depreciation and Amortization                                                44               17
     Other Manufacturing Costs                                                     8                7
                                                                         -----------      -----------
         Total Costs of Goods Sold                                             1,082              251
                                                                         -----------      -----------

GROSS PROFIT                                                                     784              405

OPERATING EXPENSES:
     Selling, General and Administrative
       Salaries and Related Costs                                                498              132
       Advertising and Promotion                                                 127                3
       Depreciation and Amortization                                             159               16
       Research & Development                                                    167              252
       Other Support Costs                                                       498              131
                                                                         -----------      -----------
         Total Operating Expenses                                              1,449              534

EARNINGS / LOSS FROM OPERATIONS BEFORE OTHER
    REVENUES/EXPENSES, LOSS FROM MINORITY INTEREST
    IN AFFILIATE, INCOME TAXES AND OTHER
    COMPREHENSIVE INCOME                                                        (665)           (129)

OTHER REVENUES / (EXPENSES)
     Interest Income  -  net                                                     760              246
     Other Income                                                                                   6
                                                                         -----------      -----------
         Total Other Revenues                                                    760              252
                                                                         -----------      -----------

EARNINGS BEFORE MINORITY INTEREST IN
    AFFILIATE, INCOME TAXES & OTHER
    COMPREHENSIVE INCOME                                                          95              123
     Gain / (Loss) from Minority Interest in Affiliate                             0              (38)
                                                                         -----------      -----------

EARNINGS BEFORE INCOME TAXES                                                      95               85
     Provision for Income Taxes                                                  (32)             (17)
                                                                         -----------      -----------

NET EARNINGS                                                                      63               68

OTHER COMPREHENSIVE INCOME, NET OF TAXES
     Unrealized Holding Gain                                                       7                0
                                                                         -----------      -----------
     Other Comprehensive Income                                          $        70      $        68
                                                                         ===========      ===========


                 Net Earnings Per Common Share:
                 Primary (Note 1 & 18)                                   $      .002      $       .01
                 Fully Diluted (Note 1 & 18)                             $      .002      $       .01
                 Comprehensive Income (Note 1)                           $      .002      $       .01
</Table>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       4
<Page>

              EAGLE WIRELESS INTERNATIONAL, INC., AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                  ADDITIONAL                     TOTAL
         AUGUST 31, 1999                COMMON STOCK             PREFERRED         PAID IN       RETAINED    SHAREHOLDER'S
      TO NOVEMBER 30, 2000              SHARES     VALUE           STOCK           CAPITAL       EARNINGS       EQUITY
---------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>            <C>              <C>            <C>          <C>
Total Shareholders' Equity
   As of August 31, 1999              13,480          13              0                7,181        1,700          8,894

Net Earnings 2000                          0           0              0                    0          193            193

New Stock Issued to Shareholders
   Issuance of Common Stock
     For Acquisitions                    869           1              0                3,661            0          3,662
     For Services and Compensation       981           1              0                1,642            0          1,643
     For Warrant Conversion            9,411           9              0               38,559            0         38,568
     For Debt Conversion                 828           1              0                1,612            0          1,613
     For Employee Stock Option Plan       40           1              0                  158            0            158

Syndication Costs                          0           0              0                 (653)           0           (653)

Unrealized Holding Loss                    0           0              0                    0          (18)           (18)
                                    --------     -------        -------            ---------    ---------     ----------

Total Shareholders' Equity
   As of August 31, 2000              25,609          26              0               52,160        1,875         54,060
                                    --------     -------        -------            ---------    ---------      ---------

Net Earnings for Three Months
   Ended November 30, 2000                                                                             63             63
New Stock Issued to Shareholders
   For Services and Compensation          63           0              0                  546                         546
   For Warrant Conversion                645           0              0                3,506                       3,506
   For Employee Stock Option Plan          0           0              0                    1                           1

Syndication Costs                                                                       (876)                       (876)

Unrealized Holding Gain                                                                                 7              7
                                    ---------    -------        ---------        -----------     --------     ----------

Total As of November 30, 2000       $ 26,317     $    26        $     0          $    55,337     $  1,945     $   57,308
                                    =========    =======        =========        ===========     ========     ==========
</Table>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       5
<Page>

              EAGLE WIRELESS INTERNATIONAL, INC., AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                NOVEMBER 30, 2000

<Table>
<Caption>
                                                                               THREE MONTHS ENDED
                                                                                  NOVEMBER 30,
                                                                            2000             1999
                                                                          (UNAUDITED)     (UNAUDITED)
                                                                          ---------------------------
<S>                                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Earnings                                                         $      63         $     68

     Adjustments to Reconcile Net Earnings to Net Cash
      Used by Operating Activities:
       Depreciation and Amortization                                            169               33
       Stock Issue for Services                                                 546                0
       (Increase) / Decrease in Marketable Securities                           (54)               0
       (Increase) / Decrease in Accounts Receivable                            (557)             (53)
       (Increase) / Decrease in Inventories                                    (775)              21
       (Increase) / Decrease in Prepaid Expenses                                 64             (192)
       Increase / (Decrease) in Accounts Payable                               (191)             (54)
       Increase / (Decrease) in Accrued Expenses                               (194)               0
       Increase / (Decrease) in Deferred Revenues                                 0             (480)
       Increase / (Decrease) in Federal Income Taxes Payable                     36               18
       Increase / (Decrease) in Franchise Taxes Payable                         (15)               4
                                                                          ----------        --------

       Total Adjustments                                                       (971)            (703)
                                                                          ----------        --------

     Net Cash Used by Operating Activities                                     (908)            (635)

CASH FLOWS FROM INVESTING ACTIVITIES
       (Purchase) / Disposal of Property and Equipment                          (62)              (3)
       (Increase) / Decrease in Notes Receivable Clearworks.net              (2,000)               0
       (Increase) / Decrease in Security Deposit                                (16)               0
       (Increase) / Decrease in Deferred Advertising Costs                       11                0
       (Increase) / Decrease in Deferred Syndication Costs                      270                0
       (Increase) / Decrease in Other Intangible Assets                         (29)               0
       (Increase) / Decrease in Other Assets                                   (713)              37
                                                                          ----------        --------

     Net Cash Used by Investing Activities                                   (2,539)              34

CASH FLOWS FROM FINANCING ACTIVITIES
       Increase / (Decrease) in Notes Payable                                   380             1483
       Increase / (Decrease) in Capital Leases                                  (15)               0
       Increase / (Decrease) in Line of Credit                                 (266)               0
       Proceeds from Sale of Common Stock, Net                                2,631               36
                                                                          ----------        --------

     Net Cash Provided by Financing Activities                                2,730             1519

     Net Increase / (Decrease) in Cash                                         (717)             917

CASH AT BEGINNING OF THE YEAR                                                32,346              188
                                                                          ----------        --------

CASH AT THE END OF THE YEAR                                               $  31,629         $  1,105
                                                                          ==========        ========

       Supplemental Disclosures of Cash Flow Information:
       Net cash paid during the year for:
           Interest                                                       $  12,777
           Income Taxes                                                   $  36,235

Supplemental Non-Cash Investing Activities - See Note 4.
</Table>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       6
<Page>

NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES:

         Eagle Wireless International, Inc., (the Company), incorporated as a
         Texas corporation on May 24, 1993 and commenced business in April of
         1996. The Company is a worldwide supplier of broadband and
         telecommunications equipment with related software, broadband products,
         and fiber and cable as used by service providers in the paging and
         other wireless personal communications markets. The Company designs,
         manufactures, markets and services its products under the Eagle and
         BroadbandMagic.com, Inc. names. These products include transmitters,
         receivers, controllers, software, convergent set-top boxes, fiber,
         cable, and other equipment used in commercial and personal
         communications systems and radio and telephone systems.

A)       Consolidation

         At November 30 2000, the Company has three wholly owned subsidiaries:
         AtlanticPacific Communications, Inc., eToolz, Inc., and
         BroadbandMagic.com, Inc. The consolidated financial statements include
         the accounts of the Company and its subsidiaries. All significant
         inter-company transactions and balances have been eliminated in
         consolidation.

B)       Cash and Cash Equivalents

         The Company has $31,103,613 and $1,056,768 invested in interest bearing
         accounts at November 30, 2000 and 1999, respectively.

C)       Property and Equipment

         Property and equipment are carried at cost less accumulated
         depreciation. Depreciation is calculated by using the straight-line
         method for financial reporting and accelerated methods for income tax
         purposes. The recovery classifications for these assets are listed as
         follows:

<Table>
<Caption>
                                                                          YEARS
                                                                          -----
<S>                                                                       <C>
                           Manufacturing Equipment                          7
                           Furniture and Fixtures                           7
                           Office Equipment                                 5
                           Leasehold Improvements                     Life of Lease
                           Property and Equipment                           5
                           Vehicles                                         5
</Table>

         Expenditures for maintenance and repairs are charged against income as
         incurred whereas major improvements are capitalized.

D)       Inventories

         Inventories are valued at the lower of cost or market. The cost is
         determined by using the FIFO method. Inventories consist of the
         following items:

<Table>
<Caption>
                                                       November 30,                August 31,
                                                           2000                      2000
                                                      ---------------------------------------
<S>                                                   <C>                        <C>
                           Raw Materials              $3,670,303                 $2,822,568
                           Work in Process             2,860,927                  2,933,210
                           Finished Goods                      0                          0
                                                      ----------                 ----------
                                                      $6,531,230                 $5,755,778
                                                      ==========                 ==========
</Table>

E)       Revenue Recognition

         The Company designs, manufactures, markets and services its products
         and services under the Eagle, Broadband Magic.com, Inc. and
         AtlanticPacific names. Eagle designs, manufactures and markets
         transmitters, receivers, controllers and software, along with other
         equipment used in commercial and personal communication systems, radio
         and telephone systems. Revenues from these products are recognized when
         the product is shipped. Broadband Magic.com, Inc. designs, manufactures
         and markets the convergent set-top boxes. Revenue from these products
         is recognized when the product is shipped. AtlanticPacific provides
         project planning, installation, project management, testing and
         documentation of fiber and cable to commercial and industrial clients
         throughout the United States. The revenue from the fiber and cable
         installation and services is recognized upon percentage of completion
         of the project. Most projects are completed in less than one month,
         therefore, matching revenue and expense in the period incurred.
         Service, training and extended warranty contract revenues are
         recognized as earned. Etoolz, Inc. provides research and development
         support for all Eagle companies and does not currently provide billable
         services to independent third parties. Earnings are charged with a
         provision for doubtful accounts receivable based on collection
         experience and current review of the collectability of accounts.
         Accounts deemed uncollectable are charged against the allowance for
         doubtful accounts.

                                       7
<Page>

F)       Research and Development Costs

         For the months ended November 30, 2000, the Company commenced research
         and development activities for internal projects related to its
         convergent set-top boxes as well as its multi-media entertainment
         centers. Research and development costs of $498,000 were expensed for
         the three months ended November 30, 2000.

         Prior to Fiscal 2000, the Company's research and development costs
         included obligations to perform contractual services for outside
         parties. These costs were expensed as contract revenues were earned.
         Research and development costs of $252,000 were expensed for the three
         months ended November 30, 1999. Contract revenues earned for the months
         ended November 30, 2000 and 1999 were $0. No research and development
         services were performed for outside parties for the months ended
         November 30, 2000.

G)       Income Taxes

         The Company adopted the provisions of Statement of Financial Accounting
         Standards (SFAS) No. 109, "Accounting for Income Taxes", which requires
         a change from the deferral method to assets and liability method of
         accounting for income taxes. Timing differences exist between book
         income and tax income which relate primarily to depreciation methods.

H)       Net Earnings Per Common Share

         Net earnings per common share is shown as both basic and diluted. Basic
         earnings per common share are computed by dividing net income less any
         preferred stock dividends (if applicable) by the weighted average
         number of shares of common stock outstanding. Diluted earnings per
         common share are computed by dividing net income less any preferred
         stock dividends (if applicable) by the weighted average number of
         shares of common stock outstanding plus any dilutive common stock
         equivalents. The components used for the computations are shown as
         follows:

<Table>
<Caption>
                                                                       November 30, 2000  August 31, 2000
                                                                       -----------------  ---------------
<S>                                                                    <C>                <C>
                  Weighted Average Number of Common
                      Shares Outstanding Including:

                  Primary Common Stock Equivalents                          26,316,993        19,073,071
                  Fully Dilutive Common Stock Equivalents                   26,470,607        22,379,254
</Table>

I)       Impairment of Long Lived and Identifiable Intangible Assets

         The Company evaluates the carrying value of long-lived assets and
         identifiable intangible assets for potential impairment on an ongoing
         basis. An impairment loss would be deemed necessary when the estimated
         non-discounted future cash flows are less than the carrying net amount
         of the asset. If an asset were deemed to be impaired, the asset's
         recorded value would be reduced to fair market value. In determining
         the amount of the charge to be recorded, the following methods would be
         utilized to determine fair market value:

                  1)       Quoted market prices in active markets.
                  2)       Estimate based on prices of similar assets
                  3)       Estimate based on valuation techniques

         As of November 30, 2000 and 1999, no impairment existed.

J)       Intangible Assets

         Goodwill represents the excess of the cost of companies acquired over
         the fair value of their net assets at the dates of acquisition and is
         being amortized using the straight-line method over twenty (20) years.

         Other intangible assets consist of patents and the intrinsic value
         trade-show costs. Patents and trade show costs are being amortized
         using the straight-line method over ten (10) years and eighteen (18)
         months, respectively.

K)       Deferred Advertising Costs

         Beginning in fiscal 2000, advertising costs have been capitalized and
         amortized on the basis of contractual agreements entered into by the
         Company. These contracts are amortized over the life of the individual
         contracts. For the three months ended November 30, 2000, the Company
         has expensed $126,721 whereas $374,453 in costs has been deferred.
         Prior to fiscal 2000, the Company had no contractual arrangements,
         therefore all advertising related costs were expensed as incurred.

L)       Deferred Syndication Costs

         Deferred syndication costs consist of those expenditures incurred that
         are directly attributable to fundraising and the collection thereto.
         Upon successful collection of the funds, all expenses incurred will be
         reclassified to additional paid in

                                       8
<Page>

         capital and treated as syndication costs; netted against the funds
         raised.

M)       Use of Estimates

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

N)       Marketable Securities

         In May 1993, the Financial Accounting Standards Board issued Statements
         of Financial Accounting Standards No. 115, "Accounting for Certain
         Investments in Debt and Equity Securities", effective for fiscal years
         beginning after December 15, 1993. This statements considers debt
         securities that the Company has both the positive intent and ability to
         hold to maturity are carried at amortized cost. Debt securities that
         the company does not have the positive intent and ability to hold to
         maturity and all marketable equity securities are classified as
         available-for-sale or trading securities and are carried at fair market
         value. Unrealized holding gains and losses on securities classified as
         trading are reported in earnings. Unrealized holding gains and losses
         on securities classified as available-for-sale were previously carried
         as a separate component of stockholders' equity. SFAS No. 115 as
         amended by Financial Accounting Standards Board issued Statement of
         Financial Accounting Standards No. 130, "Other Comprehensive Income".
         Management determines the appropriate classification of marketable
         equity and debt securities at the time of purchase and re-evaluates
         such designation as of each balance sheet date.

O)       Other Comprehensive Income

         In 1997, the Financial Accounting Standards Board issued Statement of
         Financial Accounting Standards No. 130, "Other Comprehensive Income,"
         effective for fiscal years beginning after December 15, 1997. This
         statement considers the presentation of unrealized holding gains and
         losses attributable to debt and equity securities classified as
         available-for-sale. As stated, any unrealized holding gains or losses
         affiliated to these securities are carried below net income under the
         caption "Other Comprehensive Income." For the fiscal year ended August
         31, 2000, no other comprehensive income existed.

P)       Reclassification

         The Company has reclassified certain assets costs and expenses for the
         three months ended November 30, 2000 to facilitate comparison to the
         three months ended November 30, 1999 and August 31, 2000.

Q)       Other Supporting Costs in Selling, General and Administrative Expenses

         Other support cost for the three months ending November 30, 2000 and
         1999 are as follows, in thousands:

<Table>
<Caption>
                                                                2000            1999
                                                           --------------    -----------
<S>                                                        <C>               <C>
                  Rent                                     $           99    $        65
                  Travel                                              107              6
                  Utilities                                            25             15
                  Professional                                        108             17
                  Office Supplies                                      50              5
                  Insurance                                            18             11
                  Conventions                                          38              1
                  Postage & Delivery                                   21              4
                  Taxes                                                 7              6
                  Other                                                25              0
                                                           --------------    -----------
                  Total                                    $          498    $       131
                                                           ==============    ===========
</Table>

NOTE 2 - ACCOUNTS RECEIVABLE:

         Accounts receivable consist of the following:

<Table>
<Caption>
                                                       November 30,             August 31,
                                                          2000                     2000
                                                      ------------------------------------
<S>                                                   <C>                    <C>
         Accounts Receivable                          $10,635,575            $  9,991,014
         Allowance for Doubtful Account                    86,575                  88,775
                                                      -----------            ------------
         Net Accounts Receivable                      $10,459,000            $  9,902,239
                                                      ===========            ============
</Table>

                                       9
<Page>

NOTE 3 - PROPERTY, PLANT & EQUIPMENT:

         Components of property, plant & equipment are as follows:

<Table>
<Caption>
                                                                           November 30,        August 31,
                                                                               2000               2000
                                                                           ------------------------------
<S>                                                                        <C>              <C>
                  Automobile                                               $    58,094        $    58,094
                  Furniture & Fixtures                                         152,740            140,090
                  Leasehold Improvements                                        24,282             24,282
                  Manufacturing Equipment                                    1,383,903          1,383,903
                  Office Equipment                                             759,359            721,289
                  Property & Equipment                                         386,553            375,290
                                                                           -----------        -----------

                     Total Property, Plant & Equipment                       2,764,931          2,702,948
                         Less:  Accumulated Depreciation                    (1,112,346)        (1,023,153)
                                                                           -----------         -----------
                     Net Property, Plant & Equipment                       $ 1,652,585         $1,679,795
                                                                           ===========         ==========
</Table>

NOTE 4 - BUSINESS COMBINATIONS:

         On January 1, 2000, we acquired APC in a business combination accounted
         for as a purchase. APC is primarily engaged in the nationwide sales and
         installation of fiber and cable to commercial enterprises. We issued
         518,919 shares of common stock valued at $1,827,770 and assumed debt of
         $1,304,080 for a total cost of $3,131,850.

         Concurrently with the closing of this acquisition we entered into a
         two-year agreement with the former principals of APC. These principals
         may earn up to 3,000,000 shares of common stock based on accumulated
         sales goals. Under the terms of the agreement, we will issue an
         additional 500,000 shares for $10,000,000 in accumulated sales,
         1,000,000 shares for $30,000,000 in accumulated sales and 1,500,000
         shares for $60,000,000 in accumulated sales. These sales have to be
         achieved within a two-year period commencing January 1, 2000. These
         contingencies and attainment thereof are considered remote and,
         accordingly, have been excluded from the determination of the
         acquisition price.

         On January 1, 2000, we acquired Comtel in a business combination
         accounted for as a purchase. Comtel is primarily engaged in the sales
         and installation of fiber and cable to commercial enterprises in Texas
         and Louisiana. We issued 300,000 shares of common stock valued at
         $1,287,640 and assumed debt of $982,216 for a total cost of $2,269,856.

         On March 17, 2000, we acquired ETI in a business combination accounted
         for as a purchase. ETI specializes in the development of leading edge,
         innovative, commercial, industrial and military technologies. We issued
         50,000 shares of common stock valued at $437,500 and assumed no debt
         for a total cost of $437,500. The exceeded fair market value of the
         assets is being amortized as goodwill using the straight-line method
         over twenty (20) years.

         The following unaudited pro forma combined condensed financial
         statement has been prepared to give effect to the acquisition of
         AtlanticPacific, Inc. (APC) and Comtel Communications, Inc. (Comtel).
         The acquisition of APC and Comtel has been accounted for using the
         purchase method of accounting pursuant to APB 16, the effects of which
         are reflected in the accompanying pro forma financial statement.

         The unaudited pro forma combined condensed statement of operation
         combines the historical consolidated statement of operations of Eagle,
         APC and Comtel as if the acquisition had occurred as of December 1,
         1999.

         Unaudited pro forma combined condensed financial information is
         presented for illustrative purposes only and is not necessarily
         indicative of the financial position or result of operations that would
         have actually been reported had the merger occurred at the beginning of
         the period presented, nor is it necessarily indicative of future
         financial position or results of operations. The unaudited pro forma
         combined condensed financial statement is based upon the respective
         historical consolidated financial statements of Eagle, APC and Comtel
         and notes thereto. The unaudited pro forma combined condensed financial
         statement does not incorporate, nor does it assume any benefits from
         cost savings or synergies of operations of the combined company. This
         transaction is reflected in the Eagle Wireless International, Inc.
         balance sheet at August 31, 2000, and accordingly any reference to
         balance sheet information is included in the form 10KSB.

                                       10
<Page>

          Unaudited Pro Forma Combined Condensed Statement of Operation
                      For the Year Ended November 30, 2000

         (IN THOUSANDS, EXCEPT NET LOSS PER SHARE INFORMATION)

<Table>
<Caption>
                                 Eagle            APC / Comtel           Adjustments         Total
                              --------------   --------------------   ------------------  -------------
<S>                           <C>              <C>                    <C>                 <C>
         Revenues             $          527   $              5,196   $              ---  $       5,723
         Net loss A           $          106   $                533   $              (46) $         593

         Net loss per share:
         Basic                                                                            $      (0.03)
         Diluted                                                                          $      (0.03)

         Share data: B
         Basic                                                                                   19,190
         Diluted                                                                                 20,097
</Table>

         Due to failure of meeting the significance test, eToolz, Inc. (ETI)
         is not required to be included in the unaudited pro forma combined
         condensed financial statement.

         The following pro forma adjustments were applied to the historical
         consolidated financial statements of Eagle, APC and Comtel to arrive at
         the unaudited pro forma combined condensed financial information. This
         transaction was recorded using the purchase method of accounting. The
         allocation of the aggregate purchase price to the tangible and
         identifiable intangible assets acquired and liabilities assumed in
         connection with this acquisition was based on the estimated fair values
         as determined by Eagle's management. The purchase price allocation
         resulted in $5,541,418 of goodwill, which will be amortized over twenty
         (20) years.

         A) Pro forma adjustment to record additional two months amortization of
         the intangible assets as if the acquisition had consummated at
         December 1, 1999.

         B) Includes weighted average number of shares issued to APC and Comtel
         as if they had been outstanding since December 1, 1999.

         Basic and diluted weighted average shares outstanding were calculated
         based upon the historical basic and diluted weighted average shares
         outstanding of Eagle, increased by the shares Eagle shares issued upon
         acquisition of APC and Comtel, which assumes the shares had been
         outstanding from December 1, 1999 through November 30, 2000.

NOTE 5 - NOTES PAYABLE:

<Table>
<Caption>
                                                                                      November 30,         August 31,
                                                                                          2000                 2000
                                                                                  ------------------------------------
<S>                                                                               <C>                <C>
                  Unsecured note to Central Insurance
                  bearing no interest, due $886 monthly
                  until March 2001.                                                      1,771               4,428

                  Unsecured note to West Coast Life
                  Insurance bearing no interest, due
                  $2,457 quarterly until May 2001.                                       2,457               4,913

                  Unsecured note to All American Insurance
                  bearing interest at 9.6%, due $317 monthly
                  until June 2001.                                                           0                 635

                  Unsecured note to Kemper Insurance
                  bearing no interest, due $694 monthly
                  until March 2001.                                                          0               2,082

                  Note payable to Wells Fargo Bank
                  Bearing interest at 10.5%, due
                  $2,849 monthly until January 2001.                                         0              14,517

                  Note payable to Compass Bank
                  bearing interest at 9.5%, due $1,150
                  monthly until April 2001.                                                  0               9,962

                  Unsecured note to Imperial Premium


                                       11
<Page>

                  Finance bearing interest at 14.9%
                  Due $1,690 monthly until February 2001.                                    0               5,070

                  Secured Note payable to Southwest Bank
                  of Texas bearing interest at 24% which is
                  monthly with principal payable due September                    $    417,664       $           0
                                                                                  ------------       -------------
                  2001.

                                    Total                                         $    421,892       $       41,607

                                      Less Current Portion of Long-Term Debt           421,892               41,607
                                                                                  ------------       --------------

                                      Total Long-Term Debt                        $          0       $            0
                                                                                  ------------       --------------
</Table>

NOTE 6 - CAPITAL LEASE OBLIGATIONS:

<Table>
<Caption>
                                                                                         November 30,    August 31,
                                                                                            2000            2000
                                                                                         --------------------------
<S>                                                                                      <C>            <C>
                  Equipment lease with Konica bearing
                  interest at 8.9%, payable in monthly
                  installments of $445; due Aug. 2001.                                    $   4,258       $   5,486

                  Equipment lease with Agilent Technologies
                  bearing no interest, payable in monthly
                  installments of $1,076; due April 2003.                                    31,039          34,440

                  Equipment lease with Mellon Leasing
                  bearing interest at 11.19%, payable in
                  monthly installments of $2,149; due May 2002.                              33,312          40,816

                  Auto lease with GE Capital bearing interest
                  at 11.5%, payable in monthly installments
                  of $465; due June 2002.                                                     8,051           9,193

                  Equipment lease with Fleet Leasing Corp
                  payable in monthly installments of $133;
                  due February 2002.                                                          1,562           1,933

                  Equipment lease with Fleet Leasing Corp
                  payable in monthly installments of $137;
                  due February 2002.                                                          1,605           1,980

                  Equipment lease with Fleet Leasing Corp
                  payable in monthly installments of $269;
                  due May 2001.                                                               1,394           2,172

                  Equipment lease with Master Lease bearing
                  interest at 6.1%, payable in monthly
                  installments of $249; due May 2001.                                         3,273           3,963
                                                                                          ---------       ---------

                                    Total Obligations                                     $  84,494       $  99,983

                                      Less Current Portion of Lease Obligations           $  52,443       $  58,995
                                                                                          ---------        --------

                                      Total Long-Term Capital Lease Obligations           $  32,051       $  40,988
                                                                                          =========       =========
</Table>

                  The capitalized lease obligations are collateralized by the
                  related equipment acquired with a net book value of
                  approximately $ 116,494 and $ 116,494 at November 30, 2000 and
                  August 31, 2000, respectively. The future minimum lease
                  payments under the capital leases and the net present value of
                  the future lease payments at November 30, 2000 and August
                  31,2000, are as follows:

<Table>
<Caption>
                                                                                          November 30,   August 31,
                                                                                             2000           2000
                                                                                          -------------------------
<S>                                                                                       <C>            <C>
                  Total minimum lease payments                                            $  87,903       $ 111,406

                  Less:  Amount representing interest                                         3,409          11,423
                                                                                          ---------       ---------

                                       12
<Page>

                  Present value of net minimum lease payments                             $  84,494       $  99,983
                                                                                          =========       =========
</Table>

                  Future obligations under the lease terms are as follows:

<Table>
<Caption>
                                                              November 30,              Amount
                                                              ------------             --------
<S>                                                           <C>                      <C>
                                                                  2001                 $ 52,443
                                                                  2002                   27,744
                                                                  2003                    4,307
                                                                                       --------
                                                                 Total                 $ 84,494
                                                                                       ========
</Table>

NOTE 7 - LINE OF CREDIT:

         On September 29, 2000, AtlanticPacific Communications, Inc. (a wholly
         owned subsidiary of the Company) signed a loan agreement with Southwest
         Bank of Texas (SWBT) whereby it will borrow $900,000. This 364-day note
         bears interest at SWBT's prime rate plus .25% which is payable monthly
         with principal due September 28, 2001. In addition to AtlanticPacific's
         accounts receivable being put forth as collateral, Eagle Wireless has
         signed the document as guarantor. These monies are to be used as
         working capital whereby it has been partially used to repay the
         outstanding line of credits to both Wells Fargo and Compass Banks.

NOTE 8 - CONVERTIBLE DEBENTURES:

         The Company entered into a convertible debenture arrangement with
         Global Capital Advisors, LTD (GCA) to fund up to $4,500,000 over a
         two-year period. On October 7, 1999 the Company borrowed $1,500,000
         under this agreement which was repaid in fiscal 2000.

         In conjunction with the $1,500,000 borrowed, the Company issued
         warrants to purchase 100,000 shares of common stock at $1.54 per share
         to GCA which warrants were exercised during fiscal 2000. In addition to
         the note being converted into common stock, GCA exercised the 100,000
         warrants during the fiscal 2000. Although additional funds are
         available, management does not intend to draw further funds from this
         agreement.

NOTE 9 - MARKETABLE SECURITIES:

         As discussed in Note 1, the Company adopted the provisions of SFAS No.
         115, "Accounting for Certain Investments in Debt and Equity Securities"
         and SFAS No. 130, "Accounting for Other Comprehensive Income." At
         November 30, 2000, all of the Company's marketable equity securities
         are classified as available-for-sale; they were acquired with the
         intent to dispose of them within the next year. For the months ended
         November 30, 1999, no marketable securities were held.

         At November 30, 2000, the securities had an original basis of
         $1,047,905; determined by multiplying the number of shares being
         acquired by the fair market value of those shares. At the November 30,
         2000 balance sheet date, the fair market value of these securities was
         $1,031,789; determined by multiplying the number of shares held by the
         fair market value of those shares at the balance sheet date. The
         difference between the cost and fair market value represents an
         unrealized holding loss and is included below current earnings in
         "Other Comprehensive Income". This unrealized holding loss of $16,116
         is reported on the balance sheet netted against marketable securities.

<Table>
<Caption>
                             Security Name                    Cost Basis            Current FMV
<S>                                                         <C>                   <C>
                     CMC Security                           $        16,660       $        16,575
                     Countrywide                                     17,348                17,258
                     CWMBS                                           44,655                43,941
                     FHLMC                                          259,613               251,424
                     Federal Home Loan Mtg Gold                      27,121                23,113
                     FNMA Gtd.                                      186,569               185,993
                     FNMA                                            40,998                41,127
                     GE Capital                                     171,172               170,529
                     GNMA                                            25,733                26,086
                     Headlands Mtg. Securities                       41,732                41,173
                     Norwest                                         12,717                12,545
                     PNC                                             33,885                34,290
                     Prudential                                     151,029               149,160
                     Westam                                          18,673                18,575
                                                            ----------------      ----------------
                     Totals                                 $     1,047,905       $     1,031,789
                                                            ================      ================
</Table>

                                       13
<Page>

NOTE 10 - INCOME TAXES:

         As discussed in note 1, the Company adopted the provisions of Statement
         of Financial Accounting Standards (SFAS) No. 109, "Accounting for
         Income Taxes". Implementation of SFAS 109 did not have a material
         cumulative effect on prior periods nor did it result in a change to the
         current year's provision.

A)       The effective tax rate for the Company is reconcilable to statutory tax
         rates as follows:

<Table>
<Caption>
                                                                                 AUGUST 31,
                                                                                 ----------
                                                                                2000    1999
                                                                                ----    ----
<S>                                                                             <C>    <C>
                                                                                 %       %
                  U.S. Federal Statutory Tax Rate                                34       34
                  U.S. Valuation Difference                                      (1)       1
                                                                                ---      ---
                  Effective U.S. Tax Rate                                        33       35
                  Foreign Tax Valuation                                           0        0
                                                                                  -        -
                  Effective Tax Rate                                             34       35
                                                                                ===      ===
</Table>

         Items giving rise to deferred tax assets / liabilities are as follows:

<Table>
<Caption>
                                                                            August 31,
                                                                        2000          1999
                                                                      ----------------------
<S>                                                                   <C>              <C>
                  Deferred Tax Assets:

                       Tax Loss Carry-forward                         $     0         $    0
                                                                      -------         ------

                  Deferred Tax Liability:

                       Depreciation                                    47,480          13,852
                                                                      -------         -------

                  Valuation Allowance                                       0               0


                       Net Deferred Tax Asset / Liability             $47,480         $13,852
                                                                      =======         =======
</Table>

NOTE 11 - ISSUANCE OF COMMON STOCK:

         During the months ended November 30, 2000, the Company issued shares of
         common stock. The following table summarizes the shares of common stock
         issued.

<Table>
<S>                                                                      <C>
                  Shares Outstanding August 31, 2000                     25,609,263
                                                                         ----------

                       Shares issued for services and compensation           62,500
                       Shares issued for warrant conversion                 644,730
                       Shares issued for Employee Stock Option Plan             500
                                                                         ----------

                  Shares Outstanding November 30, 2000                   26,316,993
</Table>

         The Company issued 62,500 shares of common stock for compensation and
         services performed on the Company's behalf.

         The Company issued 644,730 shares of common stock associated with the
         conversion of various outstanding warrants.

         The Company issued 500 shares of common stock to the members of its
         Employee Stock Option Plan.

NOTE 12 - PREFERRED STOCK, STOCK OPTIONS AND WARRANTS:

         In July 1996, the Board of Directors and majority shareholders adopted
         an employee stock option plan under which 400,000 shares of Common
         Stock have been reserved for issuance. The options granted for under
         this plan are to purchase fully paid and non-assessable shares of the
         Common Stock, par value $.001 per share at a price equal to the
         underlying common stock's market price at the date of issuance. These
         options may be redeemed six months after issuance, expire five years
         from the date of issuance and contain a cash-less exercise feature. The
         underlying shares of common stock were registered for resale under the
         Securities Act of 1933 on February 19, 1999. As of November 30, 2000,
         279,907 options have been granted pursuant to such plan with 72,499
         being exercised and 10,350 being cancelled.

         In May of 1996, the Company received an aggregate of $375,000 in bridge
         financing in the form of interest-free convertible notes from
         unaffiliated individuals. Holders of $369,000 of these notes converted
         into 369,000 shares of Company common stock, and the balance of $6,000
         was retired in November of 1996. In conjunction with the issuance of

                                       14
<Page>

         such indebtedness, the Company has issued such investors $.50 Warrants
         to purchase 375,000 shares of common stock, and $5.00 Warrants to
         purchase up to 375,000 shares of common stock.

         The Company has issued the following warrants that have since been
         exercised or expired:

                  1,050,000 stock purchase warrants which expire July 1999. The
                  warrants are to purchase fully paid and non-assessable shares
                  of the common stock, par value $.001 per share at a purchase
                  price of $.05 per share. These warrants, however, are not
                  exercisable until and unless the shares of Common Stock trade
                  at a minimum of $5.50 per share for twenty consecutive trading
                  days, yet still expire July 1999 if not exercised. During
                  April 1999, the Company's Board of Directors removed the
                  requirement that the Company's common stock trade at a price
                  of no less than $5.50 per share for twenty consecutive trading
                  days provided that the holders of the warrants exercise the
                  warrants prior to the expiration date and remit to the Company
                  a fee of $.70 per underlying share upon exercise of the
                  warrants. Prior to expiration, 1,037,500 warrants had been
                  exercised whereas 12,500 warrants expired.

                  1,375,000 stock purchase warrants which expire July 1999. The
                  warrants are to purchase fully paid and non-assessable shares
                  of the common stock, par value $.001 per share at a purchase
                  price of $.50 per share. These warrants, however, are not
                  exercisable until and unless the shares of Common Stock trade
                  at a minimum of $5.50 per share for twenty consecutive trading
                  days, yet still expire July 1999 if not exercised. During
                  April 1999, the Company's Board of Directors removed the
                  requirement that the Company's common stock trade at a price
                  of no less than $5.50 per share for twenty consecutive trading
                  days provided that the holders of the warrants exercise the
                  warrants prior to the expiration date and remit to the Company
                  a fee of $.25 per underlying share upon exercise of the
                  warrants. Prior to expiration, 1,325,000 warrants had been
                  exercised whereas 50,000 warrants expired.

                  425,000 stock purchases warrants that expire July 1999. The
                  warrants are to purchase fully paid and non-assessable shares
                  of the common stock, par value $.001 per share at a purchase
                  price of $5.00 per share. These warrants are subject to
                  restrictions regarding the timing of exercise. The underlying
                  shares of common stock were registered for resale on September
                  4, 1997 under the Securities Act of 1933. Prior to expiration,
                  no warrants had been exercised whereas 425,000 warrants
                  expired.

                  100,000 stock purchase warrants issued to Global Capital
                  Advisors, LTD expiring October 7, 2002. The warrants are to
                  purchase fully paid and non-assessable shares of common stock,
                  par value $.001 per share, at a purchase price of $1.54 per
                  share. The shares of common stock underlying these warrants
                  were registered for resale on January 10, 2000, under the
                  Securities Act of 1933. Prior to expiration, all 100,000
                  warrants were exercised resulting in cash proceeds of
                  $154,000.

                  43,641 stock purchase warrants issued to Midori Capital Corp.
                  expiring October 7, 2002. The warrants are to purchase fully
                  paid and non-assessable shares of common stock, par value
                  $.001 per share, at a purchase price of $1.75 per share. The
                  shares of common stock underlying these warrants were
                  registered for resale on January 10, 2000, under the
                  Securities Act of 1933. Prior to expiration, all 43,641
                  warrants were exercised resulting in cash proceeds of $76,372.

                  50,000 stock purchase warrants that expire August 31 2000. The
                  warrants are to purchase fully paid and non-assessable shares
                  of the common stock, par value $.001 per share, at a purchase
                  price of $2.00 per share. If, however, the closing bid price
                  of the Common Stock shall have equaled or exceeded $5.50 per
                  share for a period of twenty consecutive trading days at any
                  time, the Company may redeem the warrants by paying holders
                  $.05 per warrant. As of August 31, 2000, the underlying shares
                  of common stock have not yet been registered for resale under
                  the Securities Act of 1933. Prior to expiration, no warrants
                  had been exercised whereas 50,000 warrants expired.

                  1,050,000 Class C stock purchase warrants that expire August
                  31 2000. The warrants are to purchase fully paid and
                  non-assessable shares of the common stock, par value $.001 per
                  share, at a purchase price of $2.00 per share. If, however,
                  the closing bid price of the Common Stock shall have equaled
                  or exceeded $5.50 per share for a period of twenty consecutive
                  trading days at any time, the Company may redeem the Class C
                  Warrants by paying holders $.05 per Class C Warrant. The
                  underlying shares of common stock were registered for resale
                  on September 4, 1997 under the Securities Act of 1933. Prior
                  to expiration, all 1,050,000 warrants were exercised resulting
                  in cash proceeds of $2,100,000.

                  100,000 stock purchase warrants issued to National Financial
                  Communications Corp. expiring July 1, 2003. The warrants are
                  to purchase fully paid and non-assessable shares of the common
                  stock, par value $.001 per share at a purchase price of $1.92
                  per share. The shares of common stock

                                       15
<Page>

                  underlying these warrants were registered for resale on
                  August 3, 2000, under the Securities Act of 1933. Prior to
                  expiration, all 100,000 warrants were exercised resulting in
                  cash proceeds of $192,000.

                  5,033,334 Class A stock purchase warrants which expire August
                  31, 2000. The warrants are to purchase fully paid and
                  non-assessable shares of the common stock, par value $.001 per
                  share at a purchase price of $4.00 per share. If, however, the
                  closing bid price of the Common Stock shall have equaled or
                  exceeded $5.50 per share for a period of twenty consecutive
                  trading days at any time, the Company may redeem the Class A
                  Warrants by paying holders $.05 per Class A Warrant. The
                  underlying shares of common stock were registered for resale
                  on September 4, 1997 under the Securities Act of 1933.
                  Management decided to extend the expiration date by two weeks
                  to allow further exercise. As of November 30, 2000, 4,756,833
                  warrants were exercised resulting in cash proceeds of
                  $19,027,332.

                  5,033,334 Class B stock purchase warrants which expire August
                  31, 2000. The warrants are to purchase fully paid and
                  non-assessable shares of the common stock, par value $.001 per
                  share, at a purchase price of $6.00 per share. If, however,
                  the closing bid price of the Common Stock shall have equaled
                  or exceeded $7.50 per share for a period of twenty consecutive
                  trading days at any time, the Company may redeem the Class B
                  Warrants by paying holders $.05 per Class B Warrant. The
                  underlying shares of common stock and Class B Warrants were
                  registered for resale on September 4, 1997 under the
                  Securities Act of 1933. These warrants trade under the symbol
                  "EGLWZ". Management decided to extend the expiration date by
                  two weeks to allow further exercise. As of November 30, 2000,
                  3,400,406 warrants were exercised resulting in cash proceeds
                  of $20,402,436.

         During 1998, the Company issued the following 1,300,000 warrants with
         various strike prices to Mega Holding Corp (Mega) for services
         rendered. Compensation expense was recorded during 1998. During fiscal
         1999, a dispute arose between the Company and Mega as to whether full
         services were rendered as per the agreement. During fiscal 2000, the
         two parties settled the dispute whereby 450,000 shares of the Company's
         free trading common stock would be issued to Mega and the 1,300,000
         warrants would be cancelled.

                  150,000 stock purchase warrants. The warrants are to purchase
                  fully paid and non-assessable shares of the common stock, par
                  value $.001 per share at a purchase price of $1.50 per share.
                  These warrants, however, are not exercisable until and unless
                  the shares of Common Stock trade at a minimum of $4.00 per
                  share for sixty-one consecutive trading days. The underlying
                  shares of common stock were registered for resale under the
                  Securities Act of 1933 on March 19, 1999. These warrants will
                  expire on March 19, 2000. These warrants were cancelled during
                  2000.

                  150,000 stock purchase warrants. The warrants are to purchase
                  fully paid and non-assessable shares of the common stock, par
                  value $.001 per share at a purchase price of $2.00 per share.
                  These warrants, however, are not exercisable until and unless
                  the shares of Common Stock trade at a minimum of $5.50 per
                  share for sixty-one consecutive trading days. The underlying
                  shares of common stock were registered for resale under the
                  Securities Act of 1933 on March 19, 1999. These warrants will
                  expire on March 19, 2000. These warrants were cancelled during
                  2000.

                  200,000 stock purchase warrants. The warrants are to purchase
                  fully paid and non-assessable shares of the common stock, par
                  value $.001 per share at a purchase price of $3.00 per share.
                  These warrants, however, are not exercisable until and unless
                  the shares of Common Stock trade at a minimum of $7.50 per
                  share for sixty-one consecutive trading days. The underlying
                  shares of common stock were registered for resale under the
                  Securities Act of 1933 on March 19, 1999. These warrants will
                  expire on March 19, 2000. These warrants were cancelled during
                  2000.

                  200,000 stock purchase warrants. The warrants are to purchase
                  fully paid and non-assessable shares of the common stock, par
                  value $.001 per share at a purchase price of $5.00 per share.
                  These warrants, however, are not exercisable until and unless
                  the shares of Common Stock trade at a minimum of $10.00 per
                  share for thirty-one consecutive trading days. These warrants
                  will expire three years from the date of effective
                  registration of the underlying shares of common stock. As of
                  August 31, 2000, the underlying shares of common stock have
                  not yet been registered for resale under the Securities Act of
                  1933 and thus have no set expiration date. These warrants were
                  cancelled during 2000.

                  200,000 stock purchase warrants. The warrants are to purchase
                  fully paid and non-assessable shares of the common stock, par
                  value $.001 per share at a purchase price of $7.00 per share.
                  These warrants, however, are not exercisable until and unless
                  the shares of Common Stock trade at a minimum of $12.00 per
                  share for thirty-one consecutive trading days. These warrants
                  will expire three years from the date of effective
                  registration of the underlying shares of common stock. As of
                  August 31, 2000, the underlying shares of common stock have
                  not yet been registered for resale

                                       16
<Page>

                  under the Securities Act of 1933 and thus have no set
                  expiration date. These warrants were cancelled during 2000.

                  200,000 stock purchase warrants. The warrants are to purchase
                  fully paid and non-assessable shares of the common stock, par
                  value $.001 per share at a purchase price of $9.00 per share.
                  These warrants, however, are not exercisable until and unless
                  the shares of Common Stock trade at a minimum of $14.00 per
                  share for thirty-one consecutive trading days. These warrants
                  will expire five years from the date of effective registration
                  of the underlying shares of common stock. As of August 31,
                  2000, the underlying shares of common stock have not yet been
                  registered for resale under the Securities Act of 1933 and
                  thus have no set expiration date. These warrants were
                  cancelled during 2000.

                  200,000 stock purchase warrants. The warrants are to purchase
                  fully paid and non-assessable shares of the common stock, par
                  value $.001 per share at a purchase price of $11.00 per share.
                  These warrants, however, are not exercisable until and unless
                  the shares of Common Stock trade at a minimum of $16.00 per
                  share for thirty-one consecutive trading days. These warrants
                  will expire five years from the date of effective registration
                  of the underlying shares of common stock. As of August 31,
                  2000, the underlying shares of common stock have not yet been
                  registered for resale under the Securities Act of 1933 and
                  thus have no set expiration date. These warrants were
                  cancelled during 2000.

         The Company has issued and outstanding the following warrants which
         have not yet been exercised at November 30, 2000:

                  600,000 stock purchase warrants issued to Paladin Associates
                  expiring September 1, 2001. The warrants are to purchase fully
                  paid and non-assessable shares of the common stock, par value
                  $.001 per share at a purchase price of $1.50 per share.
                  166,667 warrants are not exercisable until and unless the
                  shares of Common Stock trade at a minimum of $4.00 per share
                  for twenty-one consecutive trading days. 166,667 warrants are
                  not exercisable until and unless the shares of Common Stock
                  trade at a minimum of $6.00 per share for twenty-one
                  consecutive trading days. 166,666 warrants are not exercisable
                  until and unless the shares of Common Stock trade at a minimum
                  of $8.00 per share for twenty-one consecutive trading days.
                  The shares of common stock underlying 350,000 warrants were
                  registered for resale on August 3, 2000, under the Securities
                  Act of 1933. 100,000 incentive warrants will be made available
                  and will vest at the end of October 2000 if the first
                  objective of $4.00 is achieved before the end of October. As
                  of November 30, 2000, 250,000 of the underlying shares of
                  common stock have not yet been registered for resale under the
                  Securities Act of 1933.

                  50,000 stock purchase warrants issued to Weed & Co. L.P.
                  expiring December 10, 2002. The warrants are to purchase fully
                  paid and non-assessable shares of the common stock, par value
                  $.001 per share at a purchase price of $1.55 per share. The
                  shares of common stock underlying the se warrants were
                  registered for resale on August 3, 2000, under the Securities
                  Act of 1933. As of November 30, 2000, 25,000 warrants have
                  been exercised resulting in cash proceeds of $38,750.

                  20,000 stock purchase warrants issued to Kason, Inc. expiring
                  October 7, 2002. The warrants are to purchase fully paid and
                  non-assessable shares of the common stock, par value $.001 per
                  share at a purchase price of $1.75 per share. The shares of
                  common stock underlying these warrants were registered for
                  resale on November 30, 2000, under the Securities Act of 1933.
                  As of November 30, 2000, 6,234 warrants have been exercised
                  resulting cash proceeds of $10,910.

                  50,000 stock purchase warrants issued to Weed & Co. L.P.
                  expiring June 10, 2002. The warrants are to purchase fully
                  paid and non-assessable shares of the common stock, par value
                  $.001 per share at a purchase price of $3.00 per share. The
                  shares of common stock underlying these warrants were
                  registered for resale on August 3, 2000, under the Securities
                  Act of 1933. As of November 30, 2000, none of these warrants
                  have been exercised.

                  25,000 stock purchase warrants issued to Synchton, Inc.
                  expiring October 1, 2003. The warrants are to purchase fully
                  paid and non-assessable shares of the common stock, par value
                  $.001 per share at a purchase price of $4.50 per share. The
                  shares of common stock underlying these warrants were
                  registered for resale on August 3, 2000, under the Securities
                  Act of 1933. As of November 30, 2000, none of these warrants
                  have been exercised.

                  100,000 stock purchase warrants issued to National Financial
                  Communications Corp. expiring June 2003. The warrants are to
                  purchase fully paid and non-assessable shares of the common
                  stock, par value $.001 per share at a purchase price of $7.00
                  per share. As of November 30, 2000, the underlying shares of
                  common stock have not yet been registered for resale under the
                  Securities Act of 1933.

                                       17
<Page>

                  250,000 stock purchase warrants issued to Sands Brothers &
                  Co., LTD. expiring July 13, 2003. The warrants are to purchase
                  fully paid and non-assessable shares of the common stock, par
                  value $.001 per share at a purchase price of $7.49 per share.
                  As of November 30, 2000, the underlying shares of common stock
                  have not yet been registered for resale under the Securities
                  Act of 1933.

                  25,000 stock purchase warrants issued to Synchton, Inc.
                  expiring July 1, 2003. The warrants are to purchase fully paid
                  and non-assessable shares of the common stock, par value $.001
                  per share at a purchase price of $7.50 per share. The shares
                  of common stock underlying these warrants were registered for
                  resale on August 3, 2000, under the Securities Act of 1933. As
                  of November 30, 2000, none of these warrants have been
                  exercised.

                  50,000 stock purchase warrants issued to Weed & Co. L.P.
                  expiring June 10, 2003. The warrants are to purchase fully
                  paid and non-assessable shares of the common stock, par value
                  $.001 per share at a purchase price of $9.68 per share. The
                  shares of common stock underlying these warrants were
                  registered for resale on August 3, 2000, under the Securities
                  Act of 1933. As of November 30, 2000, none of these warrants
                  have been exercised.

                  25,000 stock purchase warrants issued to Synchton, Inc.
                  expiring April 1, 2003. The warrants are to purchase fully
                  paid and non-assessable shares of the common stock, par value
                  $.001 per share at a purchase price of $10.00 per share. The
                  shares of common stock underlying these warrants were
                  registered for resale on August 3, 2000, under the Securities
                  Act of 1933. As of November 30, 2000, none of these warrants
                  have been exercised .

                  250,000 stock purchase warrants issued to Sands Brothers &
                  Co., LTD. expiring July 13, 2003. The warrants are to purchase
                  fully paid and non-assessable shares of the common stock, par
                  value $.001 per share at a purchase price of $10.00 per share.
                  These warrants, however are not exercisable until and unless
                  the closing price of Common Stock at any time during the
                  exercise period reaches $10.00 per share. As of November 30,
                  2000, the underlying shares of common stock have not yet been
                  registered for resale under the Securities Act of 1933.

                  250,000 stock purchase warrants issued to Hampton-Porter
                  Investment Bankers LLC expiring June 27, 2003. The warrants
                  are to purchase fully paid and non-assessable shares of the
                  common stock, par value $.001 per share at a purchase price of
                  $12.00 per share. The shares of common stock underlying these
                  warrants were registered for resale on August 3, 2000, under
                  the Securities Act of 1933. As of November 30, 2000, none of
                  these warrants have been exercised.

                  350,000 stock purchase warrants issued to Sands Brothers &
                  Co., LTD. expiring July 13, 2003. The warrants are to purchase
                  fully paid and non-assessable shares of the common stock, par
                  value $.001 per share at a purchase price of $14.00 per share.
                  These warrants, however, are not exercisable until and unless
                  the closing price of the Common Stock at any time during the
                  exercise period reaches $14.00 per share. As of November 30,
                  2000, the underlying shares of common stock have not yet been
                  registered for resale under the Securities Act of 1933.

                  250,000 stock purchase warrants issued to Hampton-Porter
                  Investment Bankers LLC expiring June 27, 2003. The warrants
                  are to purchase fully paid and non-assessable shares of the
                  common stock, par value $.001 per share at a purchase price of
                  $18.00 per share. The shares of common stock underlying these
                  warrants were registered for resale on August 3, 2000, under
                  the Securities Act of 1933. As of November 30, 2000, none of
                  these warrants have been exercised.

                  150,000 stock purchase warrants issued to Sands Brothers &
                  Co., LTD. expiring July 13, 2003. The warrants are to purchase
                  fully paid and non-assessable shares of the common stock, par
                  value $.001 per share at a purchase price of $25.00 per share.
                  These warrants, however, are not exercisable until and unless
                  the closing price of the Common Stock at any time during the
                  exercise period reaches $25.00 per share. As of November 30,
                  2000, the underlying shares of common stock have not yet been
                  registered for resale under the Securities Act of 1933.


The warrants outstanding are segregated into four categories (exercisable,
non-exercisable, non-registered, and expired). They are summarized as follows:

                                       18
<Page>

<Table>
<Caption>
                     Warrants Issued             Warrants Exercisable              Warrants                Warrants Expired
  Class of             November 30,                   November 30,             Non-          Non-             November 30,
  Warrants        2000             1999          2000             1999     Exercisable    Registered      2000           1999
-----------  -----------------------------   ----------------------------  -------------------------  --------------------------
<S>          <C>              <C>            <C>            <C>            <C>            <C>         <C>             <C>
0.01               Exercised    Exercised             0                0             0            0                           0
0.05               Exercised    Exercised             0                0             0            0            0         12,500
0.50               Exercised    Exercised             0                0             0            0            0         50,000
5.00                 Expired      Expired  *          0                0             0            0            0        425,000
4.00               Exercised    5,033,334  *          0        5,033,334             0            0            0              0
6.00               Exercised    5,033,334  *          0        5,033,334             0            0            0              0
2.00               Exercised    1,050,000  *          0        1,050,000             0            0            0              0

1.50                Canceled      150,000             0          150,000             0            0            0              0
1.77               Exercised      100,000             0          100,000
2.00                Canceled      150,000             0          150,000             0            0            0              0
2.01               Exercised       49,875             0           49,875
3.00                Canceled      200,000             0          200,000             0            0            0              0
5.00                Canceled      200,000             0                0             0      200,000            0              0
7.00                Canceled      200,000             0                0             0      200,000            0              0
9.00                Canceled      200,000             0                0             0      200,000            0              0
11.00               Canceled      200,000             0                0             0      200,000            0              0

1.50                 600,000            0             0          150,000       350,000      250,000            0              0
1.54                 100,000            0             0                0             0            0            0              0
1.55                  50,000            0        25,000                0             0            0            0              0
1.75                  43,641            0             0                0             0            0            0              0
1.75                  20,000            0        13,766                0             0            0            0              0
1.92                 100,000            0             0                0             0            0            0              0
3.00                  50,000            0        50,000                0             0            0            0              0
4.50                  50,000            0             0                0             0            0            0              0
7.00                 100,000            0             0                0             0      100,000            0              0
7.49                 250,000            0             0                0             0      250,000            0              0
7.50                  25,000            0        25,000                0             0            0            0              0
9.68                  50,000            0        50,000                0             0            0            0              0
10.00                 25,000            0        25,000                0             0            0            0              0
10.00                250,000            0             0                0             0      250,000            0              0
12.00                250,000            0       250,000                0             0            0            0              0
14.00                350,000            0             0                0             0      350,000            0              0
18.00                250,000            0       250,000                0             0            0            0              0
25.00                150,000            0       250,000                0             0      150,000            0              0

2.00                 Expired       50,000  *          0           50,000             0            0       50,000              0
ESOP                  51,700 *     47,375  *     35,700           14,625        16,000            0            0         10,250
ESOP                 228,207      104,000       114,908           69,000        56,800            0       10,350              0
             -----------------------------   ----------------------------  -------------------------  --------------------------

                   2,993,548   12,767,918     1,089,374       12,050,168       422,800    2,150,000       60,350        497,750
             =============================   ============================  =========================  ==========================
</Table>

         AN ASTERISK (*) DENOTES WARRANTS WHICH WOULD HAVE AN ANTI-DILUTIVE
         EFFECT IF CURRENTLY USED TO CALCULATE EARNINGS PER SHARE FOR THE MONTHS
         ENDED NOVEMBER 30, 2000 AND 1999, RESPECTIVELY.


NOTE 13 - CAPITALIZATION ACTIVITIES:

         On July 10, 2000, AtlanticPacific Communications, Inc. (a wholly-owned
         subsidiary) initiated a stock offering in accordance with Regulation D
         promulgated under the Securities Act of 1933. AtlanticPacific is
         offering units at $25,000 per unit. Each unit consists of 10,000 shares
         of common stock and 10,000 Class A warrants to purchase AtlanticPacific
         common stock at a price of $6.00 per share with one warrant being
         issued as a unit with each common share sold. AtlanticPacific will sell
         up to 4,000,000 shares of common stock and up to 4,000,000 Class A
         warrants; 400 units. As of November 30, 2000, 1325 units have been sold
         totaling 132,500 shares and resulting in proceeds of $331,250.

NOTE 14 - INVESTMENT IN LINK-TWO COMMUNICATIONS, INC.:

         The Company and Link-Two Communications, Inc. (Link II) have executed
         an agreement, whereby the Company would receive up to an eight percent
         equity interest in Link II in lieu of accruing finance charges on the
         outstanding balance owed by Link II to the Company. Under the
         agreement, equity in Link II was earned at a rate of 0.2% per month per
         $100,000 payable and outstanding for more than thirty days. At August
         31, 2000 the Company had earned a 5.0% minority equity

                                       19
<Page>

         interest in Link II. This is evidenced by the issuance of 240,000
         shares of Link II common stock to the Company. As of August 31, 2000,
         the Company has recorded its share of losses in this unconsolidated
         affiliate. The loss as a minority shareholder totaled $91,678. The
         Company has reclassified its balances due from Link II as other
         receivables.

         Link II is in the process of being acquired by Clearworks.net, Inc. It
         is anticipated that the closing of 100% of this acquisition will occur
         after regulatory approvals is received. These regulatory approvals are
         anticipated to be received subsequent to the merger of Eagle Wireless
         International, Inc. and Cleaworks.net, Inc. On receipt of approval,
         Eagle will issue to the shareholders of Link II the appropriate shares
         based on the combined exchange ratio in the merger agreements.

         Certain principal stockholders (or affiliates thereof) of the Company,
         including James Futer, executive vice president, director, and chief
         operating officer, and A.L. Clifford, a director of the Company, are
         also principal stockholders of Link II. Mr. Clifford is also the
         chairman, president, and chief executive officer of Link II and Dr.
         Cubley is a director of Link II.

         In October and November 2000, Link II repaid its debt of $8,655,126 to
         Eagle Wireless International through the issuance of 4,160,000 shares
         of ClearWorks.net, Inc. common stock in satisfaction of the Link II
         indebtedness.

NOTE 15 - RISK FACTORS:

         For the months ended November 30, 2000 and 1999, substantially all of
         the Company's business activities have remained within the United
         States and have been extended to the wireless infrastructure industry.
         Approximately seventy percent of the Company's revenues and receivables
         have been created solely in the state of Texas, two percent have been
         created in the international market, and the approximate twenty-eight
         percent remainder have been created relatively evenly over the rest of
         the nation during the year ended November 30, 2000 whereas
         approximately ninety-one percent of the Company's revenues and
         receivables have been created solely in the state of Texas, two percent
         have been created in the international market, and the approximate
         seven percent remainder has been created relatively evenly over the
         rest of the nation for the months ended August 31, 2000.

         Through the normal course of business, the Company generally does not
         require its customers to post any collateral.

         Although the Company concentrated its efforts in the wireless
         infrastructure industry for the months ended August 31, 2000 and has
         since expanded into the fiber, cable and broadband markets for the
         months ended November 30, 2000, it is management's belief that the
         Company faces little credit or economic risk due to the continuous
         growth the market is experiencing.

NOTE 16 - FOREIGN OPERATIONS:

         Although the Company is based in the United States, its product is sold
         on the international market. Presently, international sales total
         approximately 2% and 2% at November 30, 2000 and 1999, respectively.

NOTE 17 - COMMITMENTS AND CONTINGENT LIABILITIES:

         The Company leases its primary office space in League City, Texas for
         $10,000 per month with Space Industries, Inc. ("Space"). This
         non-cancelable lease commenced on July 1, 1999 and expires on March 29,
         2001. In addition to the monthly rental, the Company will issue 100,000
         shares of its common stock to Space. Space will have the right to sell
         no more than 10,000 shares per month until all shares have been sold.
         Additionally, Space will have the right to put to the Company all
         unsold shares held by Space in exchange for a payment calculated using
         the following formula:

                  $173,000 - (gross proceeds from stock sales above $1.70 per
                  share) minus ($1.73 x quantity of shares sold below $1.70 per
                  share)

         For the periods ending November 30, 2000 and 1999, rental expenses of
         approximately $64,548 and $64,548, respectively, were incurred.

         The Company also leases office space in Oxnard, California with Tiger
         Ventura County, L.P. This three-year non-cancelable lease commenced
         August 1, 2000 and expires July 31, 2003. Under the terms of the lease,
         monthly payments will be $2,130 for the first twelve months whereat the
         monthly payments will increase by 3.5% at the beginning of both the
         second and third years. For the periods ended November 30, 2000 and
         1999, rental expense of $6,390 and $0, respectively were incurred.

         The Company's wholly owned subsidiary, AtlanticPacific, leases office
         space in Houston, Texas with Houston Industrial Partners, Ltd. This
         non-cancelable lease expires October 2001. The monthly payments through
         October 2000 are $1,420 whereat they will increase to $1,498 for the
         remaining twelve months. Additionally, AtlanticPacific is responsible
         for monthly CAM fees of approximately $450. For the periods ended
         November 30, 2000 and 1999, rental expense of $4,338 and $0,
         respectively were incurred.

         AtlanticPacific also leases office space in Chicago, Illinois with
         Lasalle Bank National Association. This twenty-nine

                                       20
<Page>

         month lease commenced on October 1, 2000 and expires February 28,
         2003. Under the terms of the lease, monthly payments will be $2,220
         for the first twelve months whereat they will increase by 3.2% at the
         thirteenth and twenty-fifth months.

         AtlanticPacific also leases office space in Houston, Texas with WL and
         Deborah Miller in the amount of $4,500 per month. This non-cancelable
         lease expiring September 2002 maintains a five-year renewal option.
         Rental expense for the period ended November 30, 2000 of $13,500 was
         incurred.

          Future obligations under the non-cancelable lease terms are:

<Table>
<Caption>
                            Period Ending
                             November 30,                      Amount
                             -----------                       ------
<S>                                                           <C>
                               2000                           $ 20,348
                               2000                            151,766
                               2002                             95,059
                               2003                           $ 20,750
                                                              ========
</Table>

         On July 13, 2000, the Company entered into an agreement with Sands
         Brothers & Co., LTD. (Sands) whereby Sands will perform financial
         advisory services and assist the Company with mergers and acquisitions,
         corporate finances and other related matters for a period of two years.
         As compensation for these services, the Company will immediately pay
         Sands $50,000 and issue them 10,000 shares of the Company's common
         stock. As an additional inducement, the Company has issued Sands
         1,000,000 stock purchase warrants to be exercisable for a three year
         period expiring July 13, 2003. These warrants shall vest and be
         exercisable as follows: 25% of such warrants shall vest upon execution
         of this agreement and shall have an exercise price per share of $7.49;
         an additional 25% shall vest when and if the closing price of the
         common stock at any time during the exercise period reaches $10.00 per
         share and shall be exercisable at $10.00 per share; an additional 35%
         shall vest when and if the closing price of the common stock at any
         time during the exercise period reaches $14.00 per share and shall be
         exercisable at $14.00 per share; an additional 15% shall vest at any
         time during the exercise period when the closing price of the common
         stock at any time reaches $25.00 per share and shall be exercisable at
         $25.00 per share. Additionally, Sands shall receive further
         compensation for other activities such as fund raising based upon a
         percent of all monies raised.

         On May 25, 2000, the Company entered into an agreement with
         Hampton-Porter Investment Bankers LLC.(Hampton) whereby Hampton will
         provide a variety of professional services. As compensation for this
         agreement, the Company will issue 100,000 restricted shares of the
         Company's common stock and 500,000 stock purchase warrants of which
         250,000 are exercisable at $12.00 per share and 250,000 are exercisable
         at $18.00 per share. Additionally, these warrants expire three years
         from the signing of this contract. Hampton shall receive further
         compensation for other activities such as fund raising based upon an
         escalating percentage of all monies raised. This agreement is
         terminable by either party upon giving five days written notice to the
         other party.

         On April 1, 2000, the Company entered a one-year agreement with
         Synchton, Inc. whereby Synchton, Inc. will provide professional
         business services. As compensation for these services, the Company will
         pay $10,000 per month as well as issue 100,000 stock purchase warrants.
         These warrants shall be issued in 25,000 increments on the first day of
         each quarter of the agreement with an exercise price equal to the
         closing price of the Company's common stock of the prior day to
         issuance. Additionally, these warrants are not exercisable until six
         months after issuance and expire three years after said issuance.
         Although this agreement shall automatically renew on an annual basis,
         it is terminable by the Company prior to the annual renewal by
         providing Synchton, Inc. with ninety days advance written notice.

         On February 7, 2000, the Company entered into an agreement with
         StockNorth Associates (SNA) whereby SNA will assist the Company with
         various aspects of investor relations. As compensation for these
         services, the Company will pay $3,500 per month and issue 5,000 shares
         of the Company's restricted common stock quarterly. These shares are to
         be issued the first day of each quarter and are dependent upon the
         ability of SNA to introduce a minimum of four broker-dealers to the
         Company each month. This agreement is a semi-annual agreement for the
         term of one year and shall terminate automatically on February 7, 2001.
         Either party may, however, terminate the balance of the agreement at
         any time provided written notice is given to the other party of the
         agreement.

         On January 26, 2000, the Company entered into an agreement with Kason,
         Inc. (Kason), a public relations firm, whereby Kason will assist the
         Company in developing relationships with internet e-commerce companies
         and electronics retail outlets in the United States and
         Internationally. As compensation for these services, the Company will
         pay $5,000 monthly in addition to 100,000 shares of common stock. Of
         this stock to be issued, 50,000 shares will be issued immediately in
         the form of 144 stock with the balance of 50,000 to be held in escrow
         and be released in twelve equal monthly installments of 4,166.

         On September 1, 1999, the Company entered into an agreement with
         Paladin Associates (Paladin) whereby Paladin will assist the Company
         with general financial related services. These services shall include,
         but not be limited to, assistance in writing news releases, stockholder
         communications, communications with retail brokers and brokerage firms,
         consulting to large shareholders and general image and public relations
         issues. As compensation for the services to be rendered under this
         twelve-month contract, the Company will pay $3,500 and issue 2,000 free
         trading shares of the Company's common stock per month. This agreement
         also contains incentive based bonuses tied to the consecutive

                                       21
<Page>

         twenty-one day average closing bid price of the Company's common stock.
         This incentive will consist of 500,000 two-year options for the
         purchase of the Company's common stock at $1.50. These options will be
         vested in three equal portions based upon the Company's performance in
         the stock market. One-third will vest when the closing bid price
         reaches $4.00 and remains above this level for a minimum of twenty-one
         consecutive trading days. The second one-third will vest when the
         closing bid price reaches $6.00 and remains above this level for a
         minimum of twenty-one consecutive trading days. The remaining one-third
         shall vest when the closing bid price reaches $8.00 and remains above
         this level for a minimum of twenty-one consecutive trading days. This
         agreement is cancelable by either party without cause given ten days
         written notice.

         The Company has entered into an employment contract with Mr. Anthony
         Cordaro, the president of AtlanticPacific, terminating on December 31,
         2002. The agreement provides that Mr. Cordaro will be compensated with
         a gross annual salary of $98,800. Additionally, Mr. Cordaro maintains
         the right to participate in all employee benefit plans as established
         by the Board of Directors of the Company.

         In connection with the anticipated merger between the Company and
         ClearWorks.net, Inc., the Company has been added as defendant to the
         lawsuit invoked by Sherman, Gerald Mason d/b/a Castle Developments,
         Ltd. (Castle) against ClearWorks.net, Inc. The suit alleges that
         ClearWorks.net, Inc. breached a contract whereby it failed to pay
         certain consulting fees. Castle is seeking from the Company a temporary
         injunction preventing the merger between the Company and
         ClearWorks.net, Inc. The Company intends to vigorously defend this
         matter.

NOTE 18 - EARNINGS PER SHARE:

         The following table sets forth the computation of basic and diluted
earnings per share:

<Table>
<Caption>
                                                           For the Months Ended November, 2000
                                                           -----------------------------------
                                                      Income          Shares              Per-Share
                                                    (Numerator     (Denominator)            Amount
                                                    ----------     -----------             -------
<S>                                                 <C>            <C>                    <C>
         Net Income                                 $  70,339

         Basic EPS:
          Income available to common stockholders      70,339       26,316,993            $ 0.002
                                                                                          =======

         Effect of Dilutive Securities
           Warrants                                        0          153,614
                                                     --------         --------

         Diluted EPS:
           Income available to common stockholders
             and assumed conversions.               $  70,339       26,470,607             $ 0.002
                                                    ==========     ===========             =======

                                                             For the Months Ended August, 2000
                                                      Income            Shares           Per-Share
                                                    (Numerator       (Denominator)        Amount

         Net Income                                $  193,041

         Basic EPS:
          Income available to common stockholders     193,041       19,073,071             $ 0.01
                                                                                           ======

         Effect of Dilutive Securities
           Warrants                                         0        3,306,183
                                                   ----------       ------------

         Diluted EPS:
           Income available to common stockholders
             and assumed conversions.              $  193,041       22,379,35              $ 0.01
                                                   ==========       ===========            ======
</Table>

         For the Months ended November 30, 2000 and August 31, 1999,
         anti-dilutive securities existed. (see Note 12)

NOTE 19 - EMPLOYEE STOCK OPTION PLAN:

         In July 1996, the Board of Directors and majority stockholders adopted
         a stock option plan under which 400,000 shares of the Company's common
         stock have been reserved for issuance. Under this plan, as of November
         30, 2000 and 1999, 279,907 and 151,375 warrants have been issued to
         various employees. Of these outstanding warrants, 500 and 29,000 were
         exercised for the three months ended November 30, 2000 and 1999,
         respectively. Additionally, 10,350 warrants have expired as of November
         30, 2000.

         Subsequent to November 30, 2000, the Company's board of directors has
         authorized a stock repurchase program whereby the Company may
         repurchase up to 500,000 shares of its outstanding common stock. These
         shares will be repurchased periodically in the open market or in
         negotiated transactions and be held for issuance in connection with the
         Company's ESOP and other employee plans. As of November 30, 2000,
         193,200 shares of the Company's common stock have been repurchased for
         a total price of $712,968.

NOTE 20 - RETIREMENT PLANS:

                                       22
<Page>

         During October 1997, the Company initiated a 401(k) plan for its
         employees which is funded through the contributions of its
         participants. This plan maintains that the Company will match up to 3%
         of each participant's contribution. For the months ended November 30,
         2000 and 1999, employee contributions were approximately $323,449 and
         $120,045, respectively. The Company matched approximately $85,648 and
         $22,765, respectively for those same periods.

         Subsequent to November 30, 2000, the Board of Directors approved a
         stock repurchase program for up to 500,000 shares of the Company's
         common stock whereby these shares may be used for issuance under this
         plan. (see Note 23)

NOTE 21 - MAJOR CUSTOMER:

         The Company had gross revenues of $1,866,000 and $656,000 for the three
         months ended November 30, 2000 and 1999, respectively. The following
         parties individually represent a greater than ten percent of these
         revenues.

<Table>
<Caption>
                                                            November 30, 2000              November 30, 1999
              Customer                                    Amount     Percentage         Amount          Percentage
                                                        -----------------------      -----------------------------
<S>                                                     <C>          <C>             <C>               <C>
              Chevron Phillips Chemical Company         $  205,975     11.02%        $      - 0 -          0.00 %

              Sprint PC                                 $  387,601     20.75%        $      - 0 -          0.00 %
                                                        ==========     =====         =============         ====
</Table>

NOTE 22 - INDUSTRY SEGMENTS:

         The Company has adopted the provisions of SFAS No. 131, "Disclosures
         about Segments of an Enterprise and Related Information". At November
         30, 2000, the Company's two business units have separate management
         teams and infrastructures that offer different products and services.
         The business units have been aggregated into two reportable segments
         (as described below) since the long-term financial performance of these
         reportable segments is affected by similar economic conditions.

         Eagle Wireless International, Inc. (Eagle) is a worldwide supplier of
         broadband and telecommunications equipment with related software and
         broadband products.

         AtlanticPacific Communications, Inc. specializes in providing
         professional data and voice cable and fiber optic installations through
         project management services on a nationwide basis for multiple
         site-cabling installations for end users and re-sellers.

<Table>
<Caption>
                               For three months ended November 30, 2000

                                                                        Atlantic
                                                      Eagle             Pacific     Eliminations   Consolidated
                                                    -----------------------------------------------------------
<S>                                                 <C>                <C>          <C>            <C>
         Revenues from Unaffiliated Customers          526,869         1,339,117             0       1,865,986
         Segment Profit / (Loss)                       105,989           (10,798)            0          95,190
         Total Assets                               58,816,057         2,572,480      (765,069)     60,623,469
         Capital Expenditures                           46,703            15,280             0          61,983
         Depreciation and Amortization                 179,705            23,600             0         203,305


<Caption>
                               For three months ended November 30, 1999


                                                      Eagle       Eliminations       Consolidated
                                                    -----------------------------------------------------------
<S>                                                 <C>                <C>            <C>
         Revenues from Unaffiliated Customers          656,369         0                  656,369
         Segment Profit / (Loss)                        68,530         0                   68,530
         Total Assets                               11,396,560         0               11,396,560
         Capital Expenditures                            4,000         0                    4,000
         Depreciation and Amortization                  33,000         0                   33,000
</Table>

NOTE 23 - LOANS AND TRANSACTIONS WITH CLEARWORKS.NET, INC. :

         In October 2000, the Company loaned $1,000,000 to ClearWorks.net, Inc.
         This one-year note accrues interest at ten percent (10%) which is to be
         paid monthly with the principal due September 2001. In addition to
         secondary liens on all assets, ClearWorks.net, Inc. has issued 750,000
         shares of its common stock as collateral.

         On November 10, 2000, the Company loaned an additional $1,000,000 to
         ClearWorks.net, Inc. This one-year note accrues interest at ten percent
         (10%) which is to be paid monthly with the principal due September
         2001. In addition to the secondary liens on all assets, ClearWorks.net,
         Inc. has again issued 750,000 shares of its common stock as collateral.

                                       23
<Page>

         Subsequent to November 30, 2000, the company loaned an additional
         1,000,000 to ClearWorks.net,Inc. This one-year note accrues interest at
         ten percent (10%) which is to be paid monthly with the principal due
         September 2001. In addition to the secondary liens on all assets,
         ClearWorks.net, Inc. has again issued 750,000 shares of its common
         stock as collateral

         Subsequent to November 30, 2000, the receivable due from Link-Two
         Communications, Inc. has been satisfied through the issuance of
         4,106,000 shares of ClearWorks.net, Inc. common stock.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

         The following discussion should be read in conjunction with Eagle's
         financial statements and accompanying notes to the financial
         statements.

         OVERVIEW

         During the three months ended November 30, 2000, the Company's primary
         operations were concentrated in the on-going set-top box development
         and related beta testing, marketing of wireless infrastructure,
         cabling, multi-media devices and high definition television products at
         major trade and convention shows. These new products are currently
         being tested by multinational distribution companies, internet service
         providers, national retail distribution companies and multiple
         international hotel companies. The Company expects to complete most
         beta testing during the second quarter ending February 28, 2001. During
         this period, we commenced significant joint sales, financing and
         integration planning activities with Clearworks.net, Inc, our merger
         partner. These activities included, but were not limited to, joint
         sales of commercial and residential bundled digital services, cabling
         to various educational institutions, financing of the expansion of
         Clearworks.net broadband infrastructure in Texas and joint product
         presentation at COMDEX, a national trade and conference show. In
         accordance with this strategy, Eagle entered into an acquisition
         agreement with ClearWorks.net that, if closed, Eagle believes will
         integrate their wireless and broadband products and services to a wide
         range of customers and applications.

         REVENUE RECOGNITION

         The Company designs, manufactures, markets and services its products
         and services under the Eagle, Broadband Magic.com, Inc. and
         AtlanticPacific names. Eagle designs, manufactures and markets
         transmitters, receivers, controllers and software, along with other
         equipment used in commercial and personal communication systems, radio
         and telephone systems. Revenues from these products are recognized when
         the product is shipped. Broadband Magic.com, Inc. designs, manufactures
         and markets the convergent set-top boxes. Revenue from these products
         is recognized when the product is shipped. AtlanticPacific provides
         project planning, installation, project management, testing and
         documentation of fiber and cable to commercial and industrial clients
         throughout the United States. The revenue from the fiber and cable
         installation and services is recognized upon percentage of completion
         of the project. Most projects are completed in less than one month,
         therefore, matching revenue and expense in the period incurred.
         Service, training and extended warranty contract revenues are
         recognized as earned. Etoolz, Inc. provides research and development
         support for all Eagle companies and does not currently provide billable
         services to independent third parties. Earnings are charged with a
         provision for doubtful accounts receivable based on collection
         experience and current review of the collectability of accounts.
         Accounts deemed uncollectable are charged against the allowance for
         doubtful accounts.

         RECEIVABLES

         For the three months ended November 30, 2000, Eagle accounts
         receivables increased to $10,459,000 from $9,902,000 at August 31,
         2000.

         RECENT ACQUISITIONS; GOODWILL

         During the year ended November 30, 2000, Eagle recognized goodwill of
         $5,965,437 due primarily to the acquisitions of Atlanticpacific,
         Comtel, and eToolz. Goodwill represented the excess of the cost of the
         acquired companies over the fair value of their net assets on the date
         of acquisition. Eagle amortizes goodwill over a twenty-year period.

         In September 2000, Eagle entered into a merger agreement with
         ClearWorks.net, whereby it agreed to acquire 100% of the outstanding
         common stock of ClearWorks.net in exchange for 0.8 shares of Eagle
         common stock for each share of ClearWorks.net common stock at the
         closing. In addition to the share issuance, Eagle will assume all
         outstanding ClearWorks.net stock options and warrants based upon the
         same 0.8 exchange ratio. Eagle has set the date of its meeting to vote
         on the merger for January 31, 2001. The merger requires the vote of a
         majority of Eagle shareholders voting at the meeting, and a majority of
         the ClearWorks.net shareholders entitled to vote at the meeting. Eagle
         can provide no assurance that the merger will be completed.

         MARKETABLE SECURITIES

         Eagle has adopted the provisions of SFA No. 115, as amended by SFAS No.
         130, which provides that all marketable

                                       24
<Page>

         equity securities be classified as available-for-sale or trading
         securities, and be carried on the balance sheet at fair market value.
         Any unrealized holding gains or losses affiliated to these securities
         are carried below net income under the caption "Other Comprehensive
         Income," net of tax.

         INVENTORY

         Inventories are valued at the lower of cost or market. The cost is
         determined by using the first-in first-out method. At November 30,
         2000, Eagle's inventory consisted of $6,531,000 as compared to
         $2,335,000 at November 30, 1999. The additional inventory is primarily
         attributable to Eagle's set top devices and cabling held for sale.

         RESULTS OF OPERATIONS

         THREE MONTHS ENDED NOVEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED
         NOVEMBER 30, 1999

         NET SALES. For the three months ended November 30, 2000, net sales
         increased to $1,866,000 from $656,000 during the three months ended
         November 30, 1999. The increase of 284% was primarily attributable to
         added sales from Atlanticpacific and Comtel.

         COST OF GOODS SOLD. For the three months ended November 30, 2000, cost
         of goods sold on Eagle's product sales increased to $1,082,193 from
         $251,000 during the three months ended November 30, 1999. The increase
         of 266% is primarily associated with the cable and fiber products,
         these expenses were not present in the three months ended November 30,
         1999, financial statements. Eagle's gross profit increased to $784,000
         from $405,000 during the three months ended November 30, 2000.

         OPERATING EXPENSES. For the three months ended November 30, 2000,
         operating expenses increased to $1,449,000 from $535,000 during the
         three months ended November 30, 1999, an increase of 270%. The 270%
         increase in operating expense for the three months ended November 30,
         2000, is attributable to the acquisition of AtlanticPacific and Comtel,
         that were not present in the three months ended November 30, 1999,
         listed below are the primary portions that make up the increase:

         A $365, 802 increase in salaries, or 277%, as a result of additional
         people to payroll and expanding of business operations, through the
         acquisitions.

         A $123,175 increase in advertising and promotion, or 4,100%, due to an
         increase in attendance at conventions and trade shows on a world wide
         basis.

         A $142,810 increase in depreciation and amortization, or 890%, is due
         to an increase in goodwill and purchase of additional assets through
         normal business operation and the acquisitions of AtlanticPacific and
         Comtel.

         A $367,000 increase in other support costs, or 27%, is attributable to
         the additional locations and costs associated with these other
         operations, which were obtained through the acquisitions.

         NET EARNINGS. For the three months ended November 30, 2000, Eagle's net
         earnings decreased to $63,000 from $68,000 during the three months
         ended November 20, 1999.

         CHANGES IN CASH FLOW. Eagle's operating activities used net cash of
         $908,000 in the three months ended November 30, 2000, compared to
         $635,000 in the three months ended November 30, 1999. The increase in
         net cash used by operating activities was primarily attributable to an
         increase in receivables and inventory. Eagle's investing activities
         used net cash of $2,539,000 in the three months ended November 30,
         2000, compared to $34,000 in the three months ended November 30, 1999.
         The increase was due primarily to investment in acquisitions and
         purchase of equipment. Eagle's financing activities provided cash of
         $2,730,000, in the three months ended November 30, 2000, compared to
         $1,519,000 in the three months ended November 30, 1999. The increase
         was primarily the result the exercise of outstanding warrants during
         the three months ended November 30, 2000.

         LIQUIDITY AND CAPITAL RESOURCES.

         Current assets for the three months ended November 30, 2000 totaled
         $49,918,000 as compared to $11,397,000 reported for the three months
         ended November 30, 1999. Of this amount, $31,629,000 consisted of cash.
         Eagle's increase in current assets is primarily due to its substantial
         increase in cash received from the exercise of outstanding warrants
         during the three months ended November 30, 2000. Eagle believes that
         its working capital of $46,667,000 as of November 30, 2000 should be
         sufficient to fund operations through the end of the fiscal year 2001.
         Historically, Eagle has financed its operations through the sale of
         debt and equity securities. As such, if its current cash is
         insufficient to fund its long-term capital needs, Eagle will rely on
         future best-efforts financings for capital. Refer to Note 7 and Note 8
         for descriptions of lines of credit and other immediate forms of
         funding the Company has available. As of November 30, 2000, Eagle had
         no material capital commitments other than its federal income and state
         franchise tax liabilities.

                                       25
<Page>

PART 2. - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS
         None

ITEM 2 - RECENT SALES OF UNREGISTERED SECURITIES OR CHANGES IN SECURITIES AND
         USE OF PROCEEDS

         In September 2000, holders of Class A and Class B stock purchase
         warrants exercised warrants to purchase an aggregate 834,331 shares of
         common stock. The exercise of these warrants resulted in cash proceeds
         of $ 3,506,980. Eagle believes the transactions were exempt from
         registration pursuant to Section 4(2) of the Securities Act, as the
         issuances were to accredited investors and since the transactions were
         non-recurring and privately negotiated.

         In October 2000, holders of options issued under Eagle's employee stock
         option, exercised options to purchase an aggregate of 500 shares of
         common. The exercise of these options resulted in cash proceeds of
         $750. Eagle believes the transactions were exempt from registration
         pursuant to Section 4(2) of the Securities Act, as the issuances were
         to accredited investors and since the transactions were non-recurring
         and privately negotiated.

         In October 2000, in exchange for consulting services, Eagle issued an
         aggregate of 62,500 shares on common stock. Eagle believes the
         transactions were exempt from registration pursuant to Section 4(2) of
         the Securities Act, as the issuances were to accredited investors and
         since the transactions were non-recurring and privately negotiated.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
         None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         None

ITEM 5 - OTHER INFORMATION
         None

ITEM 6 - EXHIBITS AND REPORT S ON FORM 8-K

                (a) Exhibit
                    None
                (b) Reports on Form 8-K
                    None


SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                             EAGLE WIRELESS INTERNATIONAL, INC.


         Date: January 22, 2001              By:      /s/ H. Dean Cubley
                                                      Dr. H. Dean Cubley
                                                      President

                                                      /s/ Richard R. Royall
                                                      Richard R. Royall
                                                      Chief Financial Officer


                                       26