SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-QSB


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

                For the quarterly period ended September 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 Number)

                              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   X         No
                                            ------         -------

At September 30, 1999, there were a total of 4,761,230 shares of registrant's
Common Stock outstanding.
                                    - 1 -
<PAGE>
PART I


Item 1.     Financial Statements

                        ADVANCED WIRELESS SYSTEMS, INC.
                                BALANCE SHEETS


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

Current assets
  Cash and cash equivalents   $   100,944         $    56,168
  Accounts receivable, net          2,608               2,608
  Inventory                        44,763              44,949
  Employee Advances                    50                 -
  Prepaid expenses                  9,000              18,000
                        ------------------      -------------------
Total current assets              157,365             121,725
                         ------------------      -------------------
Fixed Assets, net of
 depreciation                     143,793             115,078
                         ------------------      -------------------
Other assets
  Deposits                         11,400              15,900
  License Acquisition Costs,
   net                            178,781             256,962
  Intangibles, net                180,119              10,189
                         ------------------      -------------------
Total Other Assets                370,300             283,051
                         ------------------      -------------------
  TOTAL ASSETS                   $671,458            $519,854
                         ------------------      -------------------
                         ------------------      -------------------
               (See Notes to Financial Statements)
                                 - 2 -
<PAGE>
                     ADVANCED WIRELESS SYSTEMS, INC.
                              BALANCE SHEETS

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

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Current Liabilities:
   Debtor certificates          $   6,000             $   6,000
   Notes payable,
    related parties               175,000               250,000
   Accrued payroll taxes            4,924                 5,231
   Accrued interest payable        54,034               438,847
                            ------------------     ------------------
       TOTAL LIABILITIES          239,958               300,078
                             ------------------     ------------------

Stockholders' Equity:
  Common stock, $.01 par value,
  50,000,000 shares authorized;
  4,761,230 and 3,658,518 shares
  issued and outstanding at
  September 30, 1999 and December
  31, 1998, respectively           47,612                  38,320
  Additional paid in capital    2,922,616               2,059,284
  Accumulated deficit          (2,538,728)             (1,877,828)
                             ------------------     ------------------
Total Stockholders' equity        431,500                 219,776
                             ------------------     ------------------
     Total Liabilities and
     Stockholders' Equity     $   671,458            $    519,854
                             ------------------     ------------------
                             ------------------     ------------------
               (See Notes to Financial Statements)
                                   - 3 -
<PAGE>
                        ADVANCED WIRELESS SYSTEMS, INC.
                        STATEMENTS OF INCOME (UNAUDITED)

                            Three Months Ended      Nine Months Ended
                              September 30,           September 30,
                            ------------------      ------------------
                            1999          1998      1999           1998
                        ----------  -----------    --------    ----------

REVENUES
   Service and other    $  48,199   $   35,339    $  90,689    $   76,150
                        ----------  -----------    --------    ----------

COSTS AND EXPENSES
   Operating               59,195       66,015      123,548       142,112
   General and
    administrative        150,952       55,461      476,376       220,704
   Depreciation and
    amortization           41,569       51,177      136,477       189,297
                        ----------  -----------    --------    ----------
   Total costs and
    expenses              251,716      172,653      736,401       552,113
                        ----------  -----------    --------    ----------
   Net loss from
    operations           (203,517)    (137,314)   (645,712)      (475,963)

OTHER INCOME (EXPENSE)
   Interest income            -           -            -            2,230
   Interest expense        (3,938)      (5,112)    (15,188)       (15,335)
                        ----------  -----------    --------     ----------
   Total Other Income
    (Expense)               (3,938)     (5,112)     (15,188)      (13,105)
                          ----------  -----------   --------    ----------
    Net Loss              (207,455)   (142,426)    (660,900)     (489,068)
                          ----------  -----------   --------    ----------
                          ----------  -----------   --------    ----------

Basic Loss Per Share     $    (.04)   $   (.04)    $   (.14)    $    (.14)
                         ----------   -----------  ----------   ----------
                         ----------   -----------  ----------   ----------
Weighted Average Number
 of Shares Outstanding   4,665,480    3,433,518   4,665,480     3,433,518
                        ----------  -----------    --------    ----------
                        ----------  -----------    --------    ----------
                       (See Notes to Financial Statements)
                                    - 4 -
<PAGE>
                 ADVANCED WIRELESS SYSTEMS, INC.
               STATEMENTS OF CASH FLOWS (UNAUDITED)

                                            Nine Months Ended
                                              September 30,
                                     ---------------------------------
                                      1999                        1998
                             ---------------------       --------------------
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net loss                   $          (660,900)         $    (489,068)
   Adjustments to reconcile
   net loss to net cash from
   operating activities:
   Depreciation and amortization         136,477                189,297
   Changes in operating assets
    and liabilities:
    Employee advances                        (50)                   -
    Prepaid expenses                       9,000                    -
    Inventory                                186                    -
    Deposits                               4,500                    -
    Postpetition liabilities                  -                 (61,500)
    Accrued interest                      15,187                 24,535
    Accrued payroll taxes                   (307)                   354
                             ---------------------       --------------------
Net Cash Used in Operating
    Activities                          (495,907)              (336,382)
                             ---------------------       --------------------

CASH FLOWS FROM INVESTING
    ACTIVITIES:
   Purchase of Dibbs Internet
    Services, Inc.                     (225,000)                    -
   Purchase of property and
    equipment                           (31,941)               (27,072)
                             ---------------------       --------------------
   Net Cash Used in Investing
    Activities                         (256,941)              (27,072)
                             ---------------------       --------------------
CASH FLOWS FROM FINANCING
   ACTIVITIES:
   Exercised stock warrants             872,624                12,000
   Proceeds from sale of debtor
    certificates                           -                  185,850
   Payments of note principal           (75,000)                 -
   Proceeds from issuance of notes         -                   75,000
   Decrease in pre-petition liabilities    -                 (138,320)
                             ---------------------       --------------------
Net Cash Provided by Financing
   Activities                           797,624               134,530
                             ---------------------       --------------------
                                                            (Continued)
                      (See Notes to Financial Statements)
                                      - 5 -
<PAGE>
Net Increase (Decrease) in Cash
   and Cash Equivalents                  44,776              (228,924)
Cash and Cash Equivalents,
  Beginning of Period                    56,168               247,686
                             ---------------------       --------------------
Cash and Cash Equivalents,
  End of Period                   $     100,944          $     18,762
                             ---------------------       --------------------
                             ---------------------       --------------------
                      (See Notes to Financial Statements)
                                    - 6 -
<PAGE>
                          ADVANCED WIRELESS SYSTEMS, INC.
                        STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR NINE MONTHS ENDED SEPTEMBER 30, 1999 (UNAUDITED)

                      Common                 Additional
                      Stock      Par         Paid-in     Accumulated
                      Shares     Value       Capital     Deficit       Total
                   -----------  ----------  -----------  ------------ -------
Balance,
 December 31, 1998 3,832,009   $  38,320   $ 2,059,284 $ (1,877,828)$219,776
 (Audited)

  Exercise of Class
  A Warrants for
  Common Stock       226,379       2,264       167,520        -      169,784
  Exercise of Class
  B Warrants for
  Common Stock       702,840       7,028       695,812        -      702,840
 Net Loss               -            -            -        (660,900)(660,900)
Balance, June 30,
 1999 (Unaudited)  4,761,228  $   47,612   $ 2,922,616 $ (2,538,728)$ 431,500
                   -----------  ----------  -----------  ----------  --------
                   -----------  ----------  -----------  ----------  --------
                      (See Notes to Financial Statements)
                                    - 7 -
<PAGE>
                         ADVANCED WIRELESS SYSTEMS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                     SEPTEMBER 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
                                   - 8 -
<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.
                                 - 9 -
<PAGE>
Note A - Significant accounting policies - (continued):
Amortization of Intangibles - Amortization of intangibles is calculated
   using the straight-line method.  Amortization lives are as follows:

     Goodwill                                 15 years
     Organization costs                        5 years
     Non-compete agreement                     2 years

   Amortization expense related to these assets totaled $9,820 and $7,642,
   and $13,585 and $13,585 at September 30, 1999 and 1998, and December 31,
   1998 and 1997, respectively.

License Acquisition Costs - License acquisition costs include costs incurred
   to lease wireless cable licenses issued by the Federal Communications
   Commissions (FCC), including channel lease acquisition costs.  These
   costs are deferred and are amortized ratably over 15 years.  In 1997, the
   Company recorded a prior period adjustment to reduce the carrying value
   by $303,797 because an impairment of the assets existed at December 31,
   1997, but had not been recorded in accordance with the provisions of
   SFAS 121.  The Company also revised the deferral period from 15 years to
   5 years.  The revision decreased net income and increased net loss per
   share for the year ended December 31, 1998 by approximately $49,000 and
   $.02 per share, respectively.  Accumulated amortization related to these
   costs was $342,421 at September 30, 1999 (unaudited), and $264,241 and
   $160,000 at December 31, 1998 and 1997, respectively (audited).

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.

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 2,226,029 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 November
   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.
                                 - 10 -
<PAGE>

Note A - Significant accounting policies - (continued):
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.

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.

Unaudited Interim Periods Ended September 30, 1999 and 1998 - The
   accompanying financial statements include unaudited financial information
   for the six month periods ended September 30, 1999 and 1998.  In the
   opinion of management, the accompanying unaudited financial statements
   include all adjustments, consisting only of normally recurring
   adjustments, necessary to present fairly the Company's financial
   position and the results of its operations and cash flows for the
   periods presented.  The results of operations for the three month period
   is not, in management's opinion, indicative of the results to be expected
   for a full year of operations.

Note B - Inventory:
   Inventories consisted of the following:

                                    September 30         December 31,
                                           1999                1998
                                     (Unaudited)          (Audited)
                                    ----------------     -----------------
   Inventory held for resale        $    24,195          $     24,195
   Installation materials                20,568                20,754
                                    ----------------     -----------------
                                  $      44,763          $     44,949
                                    ----------------     -----------------
                                    ----------------     -----------------

Note C - Acquisitions:
   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.

Note D - Fixed Assets:
   Furniture and equipment are summarized as follows:
                                  - 11 -
<PAGE>

Note D - Fixed Assets - (continued)
                                    September 30,        December 31,
                                           1999                1998
                                    (Unaudited)          (Audited)
                                    ----------------     -----------------
Cost:
   Machinery and equipment           $    643,377        $    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              (565,170)           (526,234)
                                    ----------------     -----------------
                              $      143,793        $    115,078
                                    ----------------     -----------------
                                    ----------------     -----------------

Note E - Intangibles:
Intangibles consist of the following:

                                     September 30,          December 31,
                                        1999            1998          1997
                                     (Unaudited)      (Audited)    (Audited)
                                     --------------   ----------   ---------

Purchase goodwill                     $     177,250   $        -   $       -
Organization costs                           67,926       67,926      67,926
Non-compete agreement                         2,500            -           -
Accumulated amortization                    (67,557)     (57,737)    (44,152)
                                     --------------   ----------   ---------
                                      $     180,119   $   10,189   $  23,774

Note F - 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 allow the Company to apply its security deposit toward
   the monthly rent at the rate of $1,500 per month, while only requiring the
   Company to make monthly cash payments of the remaining $1,300.
   Accordingly, the prepaid portion of the deposit has been reclassified to a
   prepaid asset at the balance sheet dates, and will be amortized 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.
                                  - 12 -
<PAGE>

Note F - Operating leases - (continued):
The Company leases four Instructional Television Fixed Service (ITFS)
   programing 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 Multipoint Distribution Service (MDS) programming
   channels, referred to as the G Block, subject to an initial 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 first right of refusal to negotiate a new lease agreement for the
   channels.   Amounts paid by the Company to acquire the channel leases have
   been capitalized as license acquisition costs and are being amortized over
   5 years.  The monthly lease payments are expensed.

Future minimum lease payments under the Company's operating leases are as
follows:

                       Remainder of 1999      $     13,500
                                    2000            37,800
                                    2001            17,400
                                    2002            14,400
                                    2003            14,400
                              Thereafter             3,600
                                              ------------
                                              $    101,100
                                              ------------
                                              ------------
Note G - Notes payable:
Notes payable consists of two notes from two individuals who are each
   officers and directors of the Company.  The notes total $175,000 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 September 30, 1999, reflects
  accrued interest payable on these notes of $54,034.

Note H - Debtor certificates:
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
                                     - 13 -
<PAGE>
Note H - Debtor certificates - (continued):
   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 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, which
   represents the Partners' historical cost basis.  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 I - 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.
                                  - 14 -
<PAGE>

Note J - 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.

In the first quarter of 1999, management made the decision to suspend new
   installations of wireless 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 K - 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.
                                    - 15 -
<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, actual 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.
                                    - 16 -
<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.
                                    - 17 -
<PAGE>
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.  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 provided consulting services to us, to help us take over and
operate the Dibbs business, for two months after the purchase, for $1,200 per
week.

Financial statements for Dibbs, including a statement of historical revenues
and direct operating expenses of Dibbs and a pro forma consolidated balance
sheet and pro forma consolidated statement of operations of Advanced
Wireless, are included in Amendment No. 2 to our Form 10-SB, file with the
SEC on December 14, 1999.

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 Nine Months Ended September 30, 1999, as
Compared to the Nine Months Ended September 30, 1998

During the nine months 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 nine months ended September
30, 1999, we had a net loss from operations of $645,712, which was a $169,749
(36%) increase from our operating loss of $475,963 in the first six months of
1998.  Our basic loss per share was $.14 in the first nine months of 1999,
the same basic loss per share as in the first nine months of 1998.

The Dibbs acquisition increased the number of our Internet customers from
about 260 to about 1,000 and substantially increased our cash flow from
operations, though it did not increase cash
                                  - 18 -
<PAGE>
flow enough to make us profitable
overall.  We acquired Dibbs in August 1999.  For the quarter ended September
30, 1999, our total income was $48,199.  This represents an increase of
$27,915 (137%) from total revenue of $20,284 in the quarter ended June 30,
1999 and an increase of $12,860 (36%) from total revenues of $35,339 in the
quarter ended September 30,1998.  Revenue from the Dibbs subscribers
accounted for nearly all of this increase.

In the first nine months of 1999, we ceased new cable TV installations and
improved our 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 financial statement purposes, we consider operating expenses
to be costs such as entertainment programming expense, channel lease expense,
wireless cable equipment installation, maintenance and supply expense.
Operating expenses decreased by $18,564 (13%) to $123,548, down from
$142,112 in the nine months 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).

Our loss in the first nine months of 1999 was mainly due to increased general
and adminstrative expenses, more than offset our slight increase in total
income.  For financial statement purposes, we consider general and
administrative expenses to be indirect costs of running the company, such as
office rent, employee compensation, consulting and professional fees.
Through September 30, 1999, general and administrative expenses were
$476,376, a $255,672 (116%) increase from first nine months' 1998 G & A
expenses of $220,704.  We attribute the increase mainly to increased salaries
and professional fees in 1999 compared to 1998, as we incurred legal and
accounting expenses in preparation of this registration statement and in
negotiating for possible acquisitions of other businesses.  Professional and
consulting fees totaled $140,807 for the first nine months of 1999, compared
to 29,786 in the same period in 1998.  Salaries also increased in the first
nine months of 1999 to $147,613, compared to $99,599 for the same period in
1998.  We were able to achieve economies of scale in employee expenses, but
an overall increase in staff size accounted for this increase, as we hired
additional technical employees to service the Internet operations.

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 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.

Depreciation and amortization expenses declined by $52,820 to $136,477 in the
first nine months of 1999, a 28% drop from depreciation and amortization
charges of $189,297 in the first nine months of 1998, primarily because some
short-lived equipment became fully depreciated by the
                                  - 19 -
<PAGE>
end of 1998.  We depreciate substantially all of our capitalized assets using
the straight-line method.

Interest expense was approximately the same the first nine months of 1999 as
in the same period in 1998 but decreased for the quarter ended September 30,
1999, compared to the quarter ended June 30, 1999.  The interest charges are
from loans made to us by two of our directors during 1997 and 1998 to fund
our continued operations.  On July 1, 1999, we repaid a $75,000 loan from one
of the directors.  As a result, interest charges in the third quarter of 1999
were $3,938 compared to $5,625 in the second quarter.  The remaining loan
from a director has matured, and the interest and principal is due and
payable in full.  The lender has neither demanded repayment nor declared a
default in the loan, but he also have not waived his right to do so.  The
loan is secured by nearly all of our assets, including our wireless frequency
licenses.  If we are unable to renegotiate or settle thisdebt, the lender
could demand repayment of the loan and foreclose on our property, in which
case we would be unable to continue operations.

CAPITAL RESOURCES AND LIQUIDITY:

As discussed in Note K to our financial statements, 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.

Operating Activities

In the first nine months of 1999, cash used in operating activities was
$495,907, compared to $336,382 in the first nine months of 1998. Our
operating loss rose in the first nine months of 1999 compared to 1998 as we
increased operations and hired staff to ramp up our Internet business.

Investing Activities

In the third quarter of 1999, we purchased Dibbs Internet Services, Inc., for
$225,000 cash.  Of that amount, we recorded $177,250 as goodwill, to be
amortized over the next 15 years.  This is the first such acquisition since
we emerged from bankruptcy.

For the nine months ended September 30, 1999, we spent $31,941 to purchase
additional equipment for our Internet service operations in Mobile, compared
to $27,072 spent on equipment purchases in the same period in 1998.  While
first nine months' spending on equipment was up for 1999 compared to 1998, we
expect overall property and equipment purchases and investing activities to
be lower for the 1999 fiscal year than for fiscal 1998.
                                    - 20 -
<PAGE>
Financing Activities

In the first nine months of 1999, we raised another $872,624 from the
exercise of warrants issued as part of the Mobile Wireless L.L.C. Plan of
Reorganization.  These funds were again used to meet operating expenses.  In
the first nine months of 1998, we raised $156,986 from the sale of warrants
and we received a $75,000 loan from one of our directors.  In July 1999, we
repaid this loan.

PART II

Item 2.  Changes in Securities

During the three months ended September 30, 1999, the Company issued 201,967
shares of common stock to existing shareholders pursuant to the exercise of
warrants.  The Company received total consideration of $195,202 upon exercise
of the warrants.  These warrants were originally issued in 1998 pursuant to
the confirmed Plan of Reorganization of Mobile Wireless 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      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.

2.2      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.

27.1     Financial Data Schedule

(b)      Reports on Form 8-K

We filed a report on Form 8-K dated August 25, 1999, to report that we had
purchased Dibbs Internet Services, Inc., an Alabama corporation, an Internet
service provider in Mobile, Alabama, for a purchase price of $225,000.  We
filed an amendment to this 8-K on December 1, 1999, to include pro forma
financial statements accounting for the purchase.
                                   - 21 -
<PAGE>
                                 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:    /s/                        12/14/99
     ----------------------         -------------------------------
                                    Monte Julius, President
                                   - 22 -