SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A
                                 Amendment No.  2
                                   to Form 10-QSB

                 QUARTERLY REPORT PURSUANT TO SECTION 14 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended June 30, 1999
                       Commission File No. 0-26533


                      ADVANCED WIRELESS SYSTEMS, INC.

         Alabama                                    63-1205304
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization                   Identification No.)

                             927 Sunset Drive
                            Irving, Texas 75061
                (Address of principal executive offices)

           Issuer's telephone number:     972-254-7604

        Securities registered pursuant to Section 12(b) of the Act:
                                   None

              Securities registered to Section 12(g) of the Act:
                   Common Stock, par value $.01 per share
                                (Title of Class)

Check whether the issuer (1) 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 has been required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                   Yes             No  X
                                       -----          -----

At June 30, 1999, there were a total of 4,559,263 shares of registrant's
Common Stock outstanding.
                                  - 1 -
<PAGE>

PART I

Item 1.     Financial Statements

                        ADVANCED WIRELESS SYSTEMS, INC.
                          BALANCE SHEETS (UNAUDITED)

                                              June 30,      December 31,
                                               1999            1998
                                             Unaudited)       (Audited)
                                            --------------  -------------
     ASSETS

Current assets
   Cash and cash equivalents               $      374,598   $     56,168
   Accounts receivable, net                         2,608          2,608
   Inventory                                       45,964         44,949
   Employee Advances                                  375             -
   Prepaid expenses                                24,600         18,000
                                          ---------------  -------------
Total current assets                              448,145        121,725
                                           ---------------  -------------
Fixed Assets, net of depreciation                  98,098        115,078
                                           ---------------  -------------

Other assets
   Deposits                                           300         15,900
   License Acquisition Costs, net                 204,842        256,962
   Organization costs, net of amortization
    of $62,832 and $50,944, respectively               5,094         10,189
                                           ---------------  -------------
Total Other Assets                                210,236        283,051
                                           ---------------  -------------
  TOTAL ASSETS                             $      756,479   $    519,854
                                           ---------------  -------------
                                           ---------------  -------------
                     (See Notes to Financial Statements)
                                   - 2 -
<PAGE>
                        ADVANCED WIRELESS SYSTEMS, INC.
                          BALANCE SHEETS (UNAUDITED)

                                              June 30,      December 31,
                                               1999            1998
                                             (Unaudited)       (Audited)
                                           ---------------  -------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Current Liabilities:
    Debtor certificates                    $        6,000     $    6,000
    Notes payable, related parties                250,000        250,000
    Accrued payroll taxes                           6,629          5,231
    Accrued interest payable                       50,097         38,847
                                           ---------------  -------------
        Total Liabilities                         312,726        300,078
                                           ---------------  -------------

Stockholders' Equity:
   Common stock, $.01 par value,
   50,000,000 shares authorized;
   4,559,263 and 3,658,518 shares
   issued and outstanding at
   June 30, 1999 and 1998, respectively            45,593         38,320
   Additional paid in capital                   2,729,433      2,059,284
   Accumulated deficit                         (2,331,273)    (1,877,828)
                                           ---------------  -------------
Total Stockholders' equity                        443,753        219,776
                                           ---------------  -------------
     Total Liabilities and
     Stockholders' Equity                  $      756,479   $    519,854
                                           ---------------  -------------
                                           ---------------  -------------
               (See Notes to Financial Statements)
                                   - 3 -
<PAGE>
                        ADVANCED WIRELESS SYSTEMS, INC.
                       STATEMENTS OF INCOME (UNAUDITED)

                           Three Months Ended           Six Months Ended
                                June 30,                    June 30,
                           ------------------------------------------------
                               1999        1998         1999          1998
                           ------------------------------------------------
REVENUES
   Service and other        $  20,284   $   19,976   $   42,490   $  40,811
                           -----------  -----------  -----------  ----------
COSTS AND EXPENSES
   Operating                   24,372       17,076       64,353      76,097
   General and
    administrative            219,665       31,267      325,424     165,243
   Depreciation and
    amortization               54,234       75,166       94,908     138,120
                           -----------  -----------  -----------  ----------
   Total costs and
    expenses                  298,271      123,509      484,685     379,460
                           -----------  -----------  -----------  ----------
   Net loss from
    operations               (277,987)    (103,533)    (442,195)   (338,649)

OTHER INCOME (EXPENSE)
   Interest income                  -        2,800            -       2,800
   Interest expense            (5,625)      (6,285)     (11,250)    (10,223)
                           -----------  -----------  -----------  ----------
   Total Other Income
    (Expense)                  (5,625)      (3,485      (11,250)     (7,423)
                           -----------  -----------  ----------- ----------
   Net Loss                  (283,612)    (107,018)    (453,445)   (346,072)
                           -----------  -----------  -----------  ----------
                           -----------  -----------  -----------  ----------
Basic Loss Per Share       $     (.07)  $     (.03)  $     (.11)  $    (.11)
                           ------------ ------------ ------------ -----------
                           ------------ ------------ ------------ -----------
Weighted Average Number
 of Shares Outstanding       4,323,136    3,192,518    4,323,136   3,192,518
                           ------------ ------------ ------------ -----------
                     (See Notes to Financial Statements)
                                   - 4 -
<PAGE>
                       ADVANCED WIRELESS SYSTEMS, INC.
                    STATEMENTS OF CASH FLOWS (UNAUDITED)

                                             Six Months Ended
                                                 June 30,
                                       ------------------------------
                                           1999              1998
                                       -------------     ------------

CASH FLOWS FROM OPERATING
ACTIVITIES:
   Net loss                            $  (453,445)      $  (346,072)
   Adjustments to reconcile
   net loss to net cash from
   operating activities:
     Depreciation and amortization          94,908           138,120
   Changes in operating assets
    and liabilities:
    Employee advances                         (375)                -
    Prepaid expenses                         9,000                 -
    Inventory                               (1,014)                -
    Postpetition liabilities                     -           (61,500)
    Accrued interest                        11,250            19,423
    Accrued payroll taxes                    1,400            (1,573)
                                       ------------      ------------
Net Cash Used in Operating
    Activities                            (338,276)         (251,602)
                                       ------------      ------------

CASH FLOWS FROM INVESTING
    ACTIVITIES:
   Purchase of property and
    equipment                              (20,715)           (5,775)
                                       ------------      ------------

CASH FLOWS FROM FINANCING
    ACTIVITIES:
   Proceeds from issuance of notes               -            75,000
   Exercised stock warrants                677,421                 -
   Proceeds from sale of debtor
    certificates                                 -           185,850
   Decrease in pre-petition
    liabilities                                  -          (138,320)
                                       ------------      ------------

Net Cash Provided by Financing
   Activities                              677,421           122,530
                                       ------------      ------------

Net Increase (Decrease) in Cash
   and Cash Equivalents                    318,430          (134,847)

Cash and Cash Equivalents,
  Beginning of Period                       56,168           247,686
                                       ------------      ------------

Cash and Cash Equivalents,
  End of Period                        $   374,598       $   112,839
                                       ------------      ------------
                                       ------------      ------------
            (See Notes to Financial Statements)
                               - 5 -
<PAGE>
                       ADVANCED WIRELESS SYSTEMS, INC.
                     STATEMENTS OF STOCKHOLDERS' EQUITY
             FOR SIX MONTHS ENDED JUNE 30, 1999 AND 1998


                      Common              Additional
                      Stock      Par      Paid-in     Accumulated
                      Shares    Value     Capital     Deficit       Total
                    --------  --------   -----------  ------------  -------

Balance,
 December 31, 1998 3,832,009  $ 38,310   $2,059,284   $(1,877,828) $ 219,776

  Exercise of Class
  A Warrants for
  Common Stock       199,331     1,994      147,505             -    149,499
  Exercise of Class
  B Warrants for
  Common Stock       527,923     5,279      522,644             -    527,923

 Net Loss                  -         -            -      (453,445)  (453,445)
                   ---------  --------   ----------   ------------ ----------
Balance, June 30,
 1999              4,559,263  $ 45,593   $2,729,433   $(2,331,273) $ 443,753
                   ---------  --------   ----------   ------------ ----------
                   ---------  --------   ----------   ------------ ----------
                                  - 6 -
<PAGE>
                       ADVANCED WIRELESS SYSTEMS, INC.
                        NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 1999 AND 1998 (UNAUDITED)

Note A - Significant accounting policies:
   Nature of operations - Mobile Limited Liability Company (the Debtor) was a
   Nevada limited liability company formed on April 25, 1994, for purposes of
   acquiring and operating certain FCC licenses in the Mobile, Alabama area.
   The majority interest member of the LLC was a similarly named general
   partnership, Mobile Wireless Partners (Partners) comprised of
   1,094 partners, with a 94.5% interest in the Debtor.  Pursuant to the Plan
   of Reorganization filed by Mobile Wireless, LLC, Advanced Wireless Systems,
   Inc. was created and emerged from Bankruptcy on January 8, 1998 as the
   Reorganized Debtor (collectively, called the Company). Additionally, the
   Plan included the acquisition by the Company of the Partners' FCC License
   in exchange for 3,192,518 shares of the Company's common stock, 3,068,066
   B Warrants exercisable on a 1 for 1 basis for the Company's common stock;
   and the extinguishment of an intercompany loan from Partners totaling
   $100,000 which was accounted for as a conversion to common stock.  The
   License has been recorded by the Company at the Partners' historical cost
   basis which was $225,000.  In substance, the reorganization and asset
   transfer and resulting combination between Partners and the Company is a
   change in legal organization, but not a change in entity.  The transfer of
   the license and elimination of intercompany receivable, representing all
   assets of the Partners, in exchange for all outstanding shares in the
   newly formed corporation is deemed a transfer of net assets between
   entities under common control. Accordingly, the assets transferred have
   been accounted for at historical cost in a manner similar to that in a
   pooling of interest, and the legal reorganization and asset transfer have
   been presented at December 31, 1997, in order to produce comparative
   statements consistent with principles applicable to pooling accounting.
 The Partnership had no prior results of operations.  As such, results of
   operations on a combined basis represent the activities of Mobile LLC
   during those periods.

   Company activities - The Company is an established provider of wireless
   television service in the Mobile, Alabama market, primarily serving rural
   and outlying areas where the delivery of traditional land-based cable
   television service is impractical.  The Company recently acquired the
   technology to provide high speed Internet access through its existing
   broadcast frequencies and is beginning to develop a base of service for
   these users, as well as continuing to provide wireless television service
   to the existing market.

   Reorganization - On August 23, 1997, the Debtor filed a Petition with the
   United States Bankruptcy Court in the Northern District of Texas, for
   relief under Chapter 11 of the U.S. Bankruptcy Code, Case Number 397-37735-
   HCA-11.  Under Chapter 11, certain claims against the Company in existence
   prior to the filing of the petition for relief under the Federal bankruptcy
   laws were stayed while the Company continued business operations as
                                    - 7 -
<PAGE>
Note A - Significant accounting policies - (continued):
   Debtor-in-Possession.  On October 18, 1997, the Bankruptcy Court further
   authorized the issuance and sales of up to $1,000,000 in Certificates of
   Indebtedness to raise new capital for the Company pursuant to Section
   364(c) of the Code.  On November 6, 1997, the Company filed a proposed Plan
   of Reorganization (the Plan).  Under the Plan, a new corporation would be
   formed such that, upon confirmation of the Plan, all assets and liabilities
   of the Debtor would be assumed by the corporation, and all equity interests
   in the Debtor would be extinguished.  The resulting reorganized debtor,
   Advanced Wireless Systems, Inc., would carry on the business activities of
   the Debtor.  On January 8, 1998, the Bankruptcy Court confirmed the
   Company's Plan, which provided for the following:

   Prepetition liabilities subject to compromise - As discussed in Note I,
   these unsecured claimants may have portions of their claims rejected.
   Pursuant to the Plan, creditors with claims less than $1,000 will be paid
   in full by the Company following confirmation.  Creditors with claims in
   excess of $1,000 will either be paid an amount agreed to by the parties in
   interest, or may elect to receive shares of the Company's common stock in
   lieu of payment.  All liabilities within this category have been discharged
   as of December 31, 1998.

   Postpetition liabilities - These amounts include professional fees, costs
   of administration, wage and tax claims, and certificate of indebtedness
   note holders.  Claimants for professional fees and certificate holders may
   elect to receive shares of the Company's common stock in lieu of payment.
   All liabilities within this category have been discharged as of December
   31, 1998.

Cash and cash equivalents - For purposes of cash flows, the Company considers
   all highly liquid debt instruments purchased with a maturity of three
   months or less to be cash equivalents.

Inventory - Inventories consist of high speed modems held for resale and
   installation materials, including antennas, cabling, and various other
   hardware and parts.  Inventory is stated at the lower of cost, (first in,
   first out) or market.  Provision has been made for overstocked, slow
   moving, and obsolete inventory.

Property and depreciation  - Property and equipment are carried at cost and
   depreciated on a straight-line basis over their estimated useful lives,
   ranging from 2.5 to 15 years.Maintenance and repair costs are charged to
   expense as incurred; major renewals and betterments are capitalized.
   Subscriber installation costs are capitalized and amortized over a 2.5 year
   period, the approximate average subscription term of a subscriber.  The
   costs of subsequently disconnecting and reconnecting are charged to expense
   in the period incurred.
                                  - 8 -
<PAGE>

Note A - Significant accounting policies - (continued):
FCC licenses and other intangibles - Intangibles are capitalized and amortized
   on a straight-line basis.  Organization costs are amortized over 5 years.
   FCC licenses are amortized over 5 years.

Revenue recognition - Revenues from wireless subscription services are
   recognized monthly upon billing.  Initial hook-up revenue is recognized to
   the extent of direct selling cost incurred.  To date, direct selling costs
   have exceeded installation revenues.

Common stock - The Company has authorized 50,000,000 shares of $.01 par value
   common stock.  Each share entitles the holder to one vote.  There are no
   dividend or liquidation preferences, participation rights, call prices or
   dates, conversion prices or rates, sinking fund requirements, or unusual
   voting rights associated with these shares.

Warrants - Warrants to purchase up to 2,633,404 shares of Common stock of the
   Company, issued pursuant to the Plan of Reorganization and in conjunction
   with the conversion of Debtor Certificates, were outstanding at June 30,
   1999.  The warrants issued by the Company include A and B warrants having
   an exercise price of $.75 and $1, respectively.  All outstanding warrants
   had original expirations of May 31, 1999, but were subsequently extended
   until January 14, 2000.

Preferred stock - The Company has authorized 1,000,000 shares of $.001 par
   value redeemable preferred stock.  Preferred stock carries preferences on
   liquidation which include accrued dividends, if any.

Income taxes - Deferred income taxes reflect the impact of temporary
   differences between the assets and liabilities recognized for financial
   reporting purposes and amounts recognized for tax purposes.

Use of estimates - The preparation of financial statements in conformity with
   generally accepted accounting principles requires management to make
   estimates and assumptions that affect certain reported amounts and
   disclosures.  Accordingly, actual results could differ from those
   estimates.

Note B - Inventory:
   Inventory consisted of the following:

                                      June 30,           December 31,
                                        1999                 1998
                                    (Unaudited)           (Audited)
                                 ------------------    -------------------
   Inventory held for resale     $      24,195         $     24,195
   Installation materials               21,769               20,754
                                 ------------------    -------------------
                                 $      45,964         $     44,949
                                 ------------------    -------------------
                                 ------------------    -------------------
                                   - 9 -
<PAGE>
Note C - Fixed Assets:
   Furniture and equipment are summarized as follows:

                                      June 30,            December 31,
                                        1999                 1998
                                    (Unaudited)            (Audited)
                                 ------------------    -------------------
Cost:
   Machinery and equipment       $     587,201         $    566,486
   Furniture and fixtures               21,801               21,801
   Autos and trucks                      5,325                5,325
   Subscriber premises equipment        38,160               47,700
   Accumulated depreciation           (554,389)            (526,234)
                                 ------------------    -------------------
                                 $      98,098         $    115,078
                                 ------------------    -------------------
                                 ------------------    -------------------

Note D - Operating leases:
The company leases office and warehouse space subject to a six year lease,
   expiring March 29, 2000.  The lease provides for monthly lease payments of
   $2,800 and extends the option to renew the lease for three successive
   three-year terms.  Upon execution of the lease, the Company delivered
   $33,600 to the lessor as deposit for the sixth year's base payment, or as
   security in the event of default.  In late 1998, the Company negotiated
   with the Lessor to release the security deposit to the Lessor in exchange
   for reduced lease payments.  Beginning January 1999, the lease payments are
   $1,300 per month for the remaining 15 months of the lease.  Accordingly,
   the prepaid portion of the deposit has been reclassified to a prepaid asset
   at the balance sheet date, and will be amortized to expense over the next
   12 months.

The Company leases the site for its transmitter subject to a five-year lease
   expiring March 13, 2000.  The lease provides for monthly payments of
   $1,000.

The Company leases four Multipoint Distribution Service (MDS) programming
   channels, referred to as the E Block, subject to a five-year lease term
   expiring on May 9, 1999.  The base provides for monthly lease payments of
   $2,000 and extends the option to renew the lease for successive five-year
   terms.  In May 1999, the Company renewed the lease at a reduced lease rate
   of $1,200 per month for an additional five years.

The Company leases four Instructional Television Fixed Service (ITF)
   programming channels, referred to as the G Block, subject to a five-year
   term, with an automatic five year renewal term, having been renewed on
   March 22, 1996, and expiring on March 22, 2001.  The base provides for
   monthly lease payments of $1,000.  At lease expiration, the Company has
   The right of refusal to negotiate a new lease agreement for the channels.
   Amounts paid by the Company to acquire the channel leases and license
                                   - 10 -
<PAGE>
Note D- Operating leases - (continued):
   agreements have been capitalized and are being amortized over 15
   years.  The monthly lease payments are expensed. Future minimum lease
   payments under the Company's operating leases are as follows:

            Remainder of 1999            $   27,000
                         2000                37,800
                         2001                17,400
                         2002                14,400
                         2003                14,400
                   Thereafter                 3,600
                                         ----------
                                         $  114,600
                                         ----------
                                         ----------

Note E - Notes payable:
Notes payable consists of two notes from two individuals who are each
   officers and directors of the Company.  The notes total $250,000 and are
   secured by liens on all license agreements, channel leases, contracts,
   accounts receivable, equipment leases, and all additions, replacements,
   machinery, parts and goods used by the Company in the operations of its
   business.  The notes bear an interest rate at 9.0% APR and are payable
   upon demand.  The balance sheet at June 30, 1999 and 1998, reflects
   accrued interest payable on these notes of $50,097 and $28,623,
   respectively.

Note F - Income taxes:
Under SFAS 109, deferred tax assets or liabilities are computed based on the
   temporary differences between financial statements and income tax bases of
   assets and liabilities using the enacted marginal income tax rate in
   effect for the year in which the differences are expected to reverse.
   Deferred income tax expenses or credits are based on the changes in the
   deferred income tax assets or liabilities from period to period.
   As discussed in Note A, on October 18, 1997, the Bankruptcy Court
   authorized the issuance and sales of up to $1 million in Certificates of
   Indebtedness to raise new capital for the reorganized debtor pursuant to
   Section 364 of the Code.  The Certificates were due two years from the
   Effective Date of the Plan, and bore interest at 10% annually.  On May 27,
   1998, the Bankruptcy Court Clerk disbursed $242,043, representing
   proceeds from sales of the Certificates of $239,000, and interest income
   of $3,043 to Sid Diamond, Esq.  (the disbursing agent) who in turn wired
   the funds to the Company.  A total of 120 individuals participated in the
   program.  The Plan of Reorganization provided that the Debtor Certificate
   holders could, at their exclusive option, convert their debt at a
   conversion rate of one unit of equity for each $1 lent.  A unit of equity
                                 - 11 -
<PAGE>
Note G - Debtor certificates - (continued):
   consists of two shares of Common Stock and two Class A Warrants allowing
   the holder to purchase additional shares at $0.75 each.  118 holders opted
   to convert their certificates and two opted not to convert.  On July 31,
   1998, 466,000 shares of Common Stock and 466,000 A Warrants were issued
   to the 118 Certificate holders.  Stock and Warrants issued to this group
   have no restrictions.

As discussed in Note A, the Plan of Reorganization also provided that the
   Debtor would purchase from Mobile Wireless Partners certain MMDS licenses
   issued by the FCC and owned by the Partnership.  The Company agreed to
   purchase these licenses, referred to as the H Block for $225,000.  This
   transaction was effective the date of confirmation.  The Plan of
   Reorganization also provided that the Company would issue a Debtor
   Certificate to Mobile Partners in a like amount of the purchase price
   pursuant to Section 364 of the Bankruptcy Code.  The plan further provided
   that the Debtor Certificate could be converted into 3,192,518 shares of
   Common shares at a stated value of $1 each, and 3,068,066 Class B Warrants
   allowing the holder to purchase additional shares at $1.00 each for a
   period of 1 year. In the event of conversion of the Debtor Certificate
   into the stock and warrants, the Partnership agreed by contract not to
   assign, pledge,transfer or otherwise dispose of the 3,192,518 shares of
   Common Stock and 3,068,066 Warrants for one year from the date of
   conversion.  126,000 shares of Common Stock held no such restriction.
   Further the shares and warrants to be issued could only be issued to the
   partners upon dissolution of the Partnership.  The Partnership was
   dissolved on July 15,1998 and pursuant to the winding up of the
   partnership, the shares and warrants were issued and distributed to the
   Partners.

Note H - Stock option plan:
On December 11, 1997, the Company's Board of Directors approved an Incentive
   Stock Option Plan for employees, officers, and directors.  The plan
   provides for the issuance of a maximum of 1,000,000 shares of the
   company's common stock, issuable at the discretion of the Board of
   Directors, as indicated in the Plan.  As of December 31, 1998, no common
   stock had been issued under the Company's stock option plan.

Also on December 11, 1997, the Board of Directors authorized the issuance of
   365,600 options to officers and directors of the Company, exercisable at
   $.25 per share for an option term of two years.  At December 31, 1998,
   none of these options had been issued or exercised.

The Plan further reserved 350,000 shares of common stock to be granted in
   the future at an exercise price of $.25 per share.
                                - 12 -
<PAGE>
Note I - Subsequent Events:
As of November 30, 1999, shareholders had exercised a total of 1,308,036
   Warrants issued pursuant to the Plan of Reorganization.  The exercised
   warrants included 409,955 A Warrants, and 898,082 B Warrants for a total
   of $1,205,548.

During the third quarter of 1999, the Company entered into an agreement to
   purchase certain equipment, customer base, Internet domain registrations,
   and other assets of an Internet service provider.  The total purchase
   price was $225,000.  The price was allocated as follows: $45,250 for the
   equipment, $177,250 for the goodwill; and $2,500 for the two year non-
   compete agreement.

In the first quarter of 1999, management made the decision to suspend new
   installations ofwireless cable television service based on the current
   costs of these installations, which management believes exceed the
   anticipated subscriber revenues. This suspension will remain in effect
   until management can evaluate alternatives for performing the
   installations in a more cost effective manner.

Note J - Going concern:
The Company has emerged from Chapter 11 Bankruptcy.  The Company's ability
   to continue as a going concern depends, in part, on its ability to
   develop new markets for its MMDS frequencies including, but not limited
   to, high speed Internet access, and to raise new capital through public
   offerings of the Company's stock.  There can be no assurance that
   the Company will successfully develop new markets for its services, or
   that sales of the Company stock will generate sufficient working capital
   to offset operating losses.
                                 - 13 -
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

The following information should be read in conjunction with our financial
   statements and notes appearing elsewhere in this registration statement.
   This registration statement contains forward-looking statements.  The
   words, anticipate, believe, expect, plan, intend, estimate, project,
   could, may, foresee, and similar expressions are intended to identify
   forward-looking statements.  These statements include information
   regarding expected development of our business and development of the
   wireless cable TV and Internet access service business where we will
   focus our marketing efforts.  These statements reflect our current views
   about future events and financial performance and involve risks and
   uncertainties, including without limitation the risks described in Risk
   Factors.  Should one or more of these risks or uncertainties occur, or
   should underlying assumptions prove incorrect, results may vary
   materially and adversely from those anticipated, believed, estimated or
   otherwise indicated.

Among the factors that could cause actual results to differ materially are
   the following:  a lack of sufficient capital to finance our business
   strategy on terms satisfactory to us; pricing pressures which could
   affect demand for our services; changes in labor, equipment and capital
   costs; our inability to develop and implement new services such as
   wireless broadband access and high-speed Internet access; our inability
   to obtain the necessary authorizations from the FCC for such new
   services; competitive factors, such as the introduction of new
   technologies and competitors into the wireless communications business;
   or our Company's failure to attract strategic partners; general business
   and economic conditions; inexperience of management in deploying a
   wireless broadband access business.

The information in this quarterly report should be read in conjunction with
   the detailed description of the Company contained in Amendment No. 2 to
   our Form 10-SB filed with the Securities and Exchange Commission on
   December 14, 1999.

On June 3, 1999, the U.S. District Court for the District of Oregon ruled
   that the City of Portland and Multnomah County could adopt open access
   ordinances, requiring AT&T Corp to allow ISPs who are unaffiliated with
   AT&T to connect their equipment directly to AT&T's cable modem platform,
   bypassing AT&T's own proprietary cable ISP.  The court ruled that the
   city and county ordinances are not preempted by federal laws, including
   the FCC's regulation of cable television.  The court's decision would
   allow local governments to mandate existing cable TV operators to permit
   unaffiliated, competing ISP's to use the cable lines to provide service
   to homes and businesses.  Coaxial cable permits Internet access at much
   higher speeds than can be had over telephone lines including ISDN lines.
                                 - 14 -
<PAGE>

AT&T has appealed the Oregon court's decision, and on August 16, 1999,
   the FCC filed a friend of the court brief with the ninth circuit which
   also urged the court to overturn the district court decision.  The
   decision raises major uncertainties for the future of wireless Internet
   access services like ours.  For instance, open access to cable lines
   could greatly increase the competitiveness of ISP's in high speed access,
   because they could provide high speed access over existing cable lines
   without making the capital investment required for a cable system.  In
   addition, the court's ruling may mean that state and local governments
   have authority impose a variety of additional regulations on the
   Internet.  We are uncertain how the Oregon decision may affect our
   business.  If the decision is allowed to stand, it may adversely affect
   our business in many unforeseen ways, including greatly increasing high
   speed Internet competition or by permitting additional local regulations
   that restrict our business or raise our cost of doing business.

Recent Events

Debt Repayment

On July 1, 1999, we paid Oscar Hayes, one of our directors, $75,000 to repay
   the outstanding principal amount of a secured loan that Mr.  Hayes made
   to us in 1997.  We did not pay the accrued, unpaid interest on the debt
   to Mr. Hayes, and the accrued interest remains due and unpaid, secured
   by a lien on our FCC licenses, contracts, accounts receivable, equipment
   leases and other assets.  Mr. Hayes has not demanded payment of the
   unpaid interest, but neither has he waived his right to demand payment
   or declare a default.  We are negotiating with Mr.  Hayes about the
   terms of our interest payment.

Acquisition of Dibbs Internet

On August 25, 1999, Advanced Wireless Systems, Inc.  (the Company) purchased
   all of the assets of Dibbs Internet Services, Inc.  (Dibbs), an Alabama
   corporation, an Internet service provider in Mobile, Alabama, for a
   purchase price of $225,000.  Dibbs provides Internet services to
   approximately 730 Internet customers in the Mobile metropolitan area via
   dial-in telephone line access.  We will continue offering Dibbs customers
   the telephonic Internet service that they have now, and we will also
   offer them the opportunity to convert to use of our high speed wireless
   Internet service.

We acquired the Dibbs assets used in the operation of its Internet service,
   including its equipment, software, and the right to use the Dibbs trade
   name, for $225,000 cash, paid in full on August 25, 1999, to Dibbs and
   its sole shareholder and president, Diane Summers.  We negotiated the
   purchase price with Ms.  Summers, who is not affiliated with our Company,
   in arms-length negotiations.  We used cash from our working capital
   reserves to pay the purchase price.  We did not assume any liabilities
   of Dibbs in the transaction.

The assets purchased include the equipment necessary to service the Dibbs
   subscribers, including three computers, two network hubs, a Cisco 2500
   router, software, a backup power supply and other network accessories.
                                 - 15 -
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   Dibbs services 730 subscribers, who use 56k, 64k or 128k ISDN
   telephone services and e-mail dial-up services.  The Dibbs basic service
   begins at $19.95 per month.  The subscriber base includes 58 domains and
   47 commercial websites.  In the first three months of 1999, Dibbs had
   average net income of $6,179 per month based on average revenues
   of $16,795 per month.

The asset purchase agreement includes a two year non-competition clause in
   which Dibbs and Ms.  Summers agree not to compete with our Company in
   providing Internet services within a 75 mile radius of Mobile for two
   years.  Ms.  Summers also agreed to provide consulting services to
   us, to help us take over and operate the Dibbs business, for up to 60
   days after the purchase, for $1,200 per week.

Impairment of Long-Lived Assets

After considering the Company's history of operating losses and the
   uncertainty of a continuation of future operating losses, changes in the
   Company's strategic direction, and certain industry factors, the Company
   Determined that assets with a carrying value of $620,848 had been
   impaired at December 31, 1997, according to the provisions of SFAS No.
   121, recorded a prior period adjustment and wrote down the carrying value
   of such assets by $303,797 as of December 31, 1997, to their estimated
   fair value.  Fair value was based on recent transactions in the wireless
   cable industry, including changes in the Company's use of these assets,
   and estimates of the future earnings from alternative uses for these
   assets.

Results of operations for the six months ended June 30, 1999, compared to
   six months ended June 30, 1998

During the first half of 1999, we discontinued new installations of our
   cable TV service because it appeared to be unprofitable, and focused on
   generation of new business from Internet access service, of both the
   land based (telephonic) and microwave kinds.  For the six months ended
   June 30, 1999, we had a net loss from operations of $442,195, which was
   a $103,546 (31%) increase from our operating loss of $338,649 in the
   first six months of 1998.  Our basic loss per share was $.11 in the
   first six months of 1999, the same basic loss per share as in the first
   six months of 1998.

In the first half of 1999, we increased revenues and decreased operating
   expenses.  This was due to the cessation of new cable TV installations
   and improvements in operating efficiency.  We hired a general manager
   and office manager who were much more qualified on the technical side
   of our business and who were able to improve our operating efficiency in
   offering Internet service.  For the six months ended June 30, 1999,
   operating revenue increased $1,679 (4%) to $42,490, up from $40,811 for
   the same period in 1998.  At the same time, operating expenses decreased
   by $11,744 (15%) to $64,353, down from $76,097 in the first half of 1998.
   We substantially decreased operating expenses by negotiating a reduction
   of $800 per month in our monthly lease rate for one of our channel leases
   (from $2,000 to $1,200 monthly).
                                  - 16 -
<PAGE>

Our new general manager and office manager, together with our president, we
   took several cost savings steps in late 1998 and early 1999. The monthly
   salaries of the new general manager and office manager were $1,666 less
   than the individuals they replaced.  We renegotiated our building rent
   in Mobile from $2,800 monthly to $1,500 monthly.  We returned some
   cellular telephones used in the field, saving $200 per month.  We
   eliminated three telephone lines saving $180 per month.  We eliminated
   outside contractors for installations and networking office personal
   computers and began doing that work with our own personnel, saving about
   $800 per month.  We changed the carrier for PRI lines, saving $700 per
   month.  These savings total about $4,840 monthly.

Our general and administrative expenses rose in the first half of 1999.
   First half 1999 general and administrative expenses were $325,424, a
   $160,181 (97%) decrease from first half 1998 G & A expenses of $165,243.
   We attribute the increase mainly to increased salaries and professional
   fees in 1999 compared to 1998, particularly in the three months ended
   June 30, 1999, as we prepared our first annual audit since the
   bankruptcy and prepared this registration statement.  Professional fees
   totaled only $10,475 in the three months ended June 30, 1998, but
   increased to $88,993 for the same period in 1999.

Depreciation and amortization expenses declined by $43,212 to $94,908 in the
   first half of 1999, a 31% drop from depreciation and amortization
   charges of $138,120 in the first half of 1998, primarily because some
   short-lived equipment became fully depreciated by the end of 1998.  We
   depreciate substantially all of our capitalized assets using the
   straight-line method.

Interest expense increased by $1,027 (10%) in the first half of 1999 over
   1998, due to increased borrowings from insiders.  The interest charges
   are, for the present, being accrued and not repaid.  In March and May,
   1999, the loans on which this interest accrued became due and payable in
   full.  These loans were made to us by two of our directors during 1997
   and 1998 to fund our continued operations.  The lenders have neither
   demanded repayment nor declared a default in the loans, but they also
   have not waived their rights to do so.  The loans are secured by nearly
   all of our assets, including our wireless frequency licenses.  If we are
   unable to renegotiate or settle these debts, the lenders could demand
   repayment of the loans and foreclose on our property, in which case we
   would be unable to continue operations.


CAPITAL RESOURCES AND LIQUIDITY:

As discussed in Note H to our financial statements dated June 30, 1999 and
   1998, our ability to continue as a going concern depends, in part, on
   our ability to develop new markets for our MMDS frequencies including, but
   not limited to, high speed Internet access, and to raise new capital
   through public offerings of our stock.  We cannot be sure that we will
   successfully develop new markets for its services, or that sales of our
   stock will generate sufficient working capital to offset operating losses.
                                  - 17 -
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Operating Activities

In the first six months of 1999, cash used in operating activities was
   $338,276, compared to $251,602 in the first six months of 1998.  This
   reflects our continuing losses from operations.  Depreciation in the
   first six months of 1999 decreased 31% to $98,908, compared to $138,120
   in 1998, because the useful life of certain equipment expired in 1998
   and our depreciable asset base decreased accordingly.

Investing Activities

In the first half of 1999, we invested $20,715 in equipment purchases
   associated with building our Internet service in Mobile, Alabama,
   compared to $5,775 in the first half of 1998.

Financing Activities

In the first half of 1999, we raised $677,421 from the exercise of warrants
   to purchase common stock.  The warrants had been issued as part of the
   Mobile LLC Plan in early 1998.  No funds were raised from exercise of
   warrants in the first half of 1998, but we raised $417,836 from similar
   warrant exercises in the second half of 1998.  See, Part II, Item 2,
   Changes in Securities. These funds were used to meet operating expenses.
   We engaged in no other financing activities in the first half of 1999.
   The remaining outstanding warrants had an original expiration date of May
   31, 1999, but our board of directors extended the warrant expiration date
   for all remaining outstanding warrants to January 14, 2000.

PART II

Item 2.  Changes in Securities

During the three months ended June 30, 1999, the Company issued 498,498
   shares of common stock to approximately 246 shareholders pursuant to the
   exercise of warrants.  The Company received total consideration of
   $464,098 upon exercise of the warrants.  These warrants were originally
   issued in 1998 pursuant to the confirmed Plan of Reorganization of Mobile
   L.L.C., the Company's predecessor.  Both the warrants and the stock
   issued pursuant to their exercise were issued under an exemption from the
   registration requirements of the Securities Act of 1933 pursuant to
   Section 1145 of the U.S. Bankruptcy Code.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

2.1 Plan of Reorganization and Disclosure Statement, In Re:  Mobile Limited
    Liability Company d/b/a Mobile Wireless TV, Debtor, Case No.
    397-37735-HCA-11, In Proceedings Under Chapter 11, U.S. Bankruptcy Court,
    Northern District of Texas,
                                 - 18 -
<PAGE>
    Dallas Division (November 6, 1997), incorporated by reference to Exhibit
    2.1 of the Company's Form 10-SB Registration Statement filed June 29,
    1999.

2.2 Agreement to Purchase Assets between Advanced Wireless Systems, Inc.,and
    Dibbs Internet Services, Inc., incorporated by reference to Exhibit 2.1
    of the Company's Form 8-K report dated August 25, 1999.

2.3 Bill of Sale from Dibbs Internet Services, Inc., to Advanced Wireless
    Systems, Inc., incorporated by reference to Exhibit 2.2 of the Company's
    Form 8-K report dated August 25, 1999.

3.1 Articles of Incorporation of Advanced Wireless Systems, Inc.,
    incorporated by reference to Exhibit 3.1 of the Company's Form 10-SB
    Registration Statement filed June 29, 1999.

3.2 Bylaws of Advanced Wireless Systems, Inc., incorporated by reference to
    Exhibit 3.2 of the Company's Form 10-SB Registration Statement filed June
    29, 1999.

27.1 Financial Data Schedule

(b)  Reports on Form 8-K

We filed no reports on Form 8-K during the second quarter of 1998.

After the end of the second quarter, we filed a report on Form 8-K dated
   August 25, 1999, to report that we had purchased Dibbs Internet Services,
   Inc.  (Dibbs), an Alabama corporation, an Internet service provider in
   Mobile, Alabama, for a purchase price of $225,000.

                                  SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
   caused this report to be signed on its behalf by the undersigned,
   thereunto duly authorized.

                                          Advanced Wireless Systems, Inc.


Date:
     --------------------                 ------------------------------------
                                          Monte Julius, President
                                  - 19 -
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