As filed with the Securities and Exchange Commission on April 24, 2001
REGISTRATION NO. 333-57108
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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PRE-EFFECTIVE AMENDMENT NO. 3 TO
FORM SB-2 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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WORLDWIDE WIRELESS NETWORKS, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 7389 88-0286466
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
770 THE CITY DRIVE SOUTH, SUITE 3700
ORANGE, CALIFORNIA 92868
(714) 937-5500
(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)
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Approximate date of commencement of proposed sale to the public: from time to
time after the effective date of this registration statement. From time to time
after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. / /
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED MAXIMUM MAXIMUM REGISTRATION
OFFERING AGGREGATE FEE
PRICE PER OFFERING
SHARE PRICE
- ------------------------------- ------------ --------- ---------- ----------
Common stock, $0.01 per share 3,804,364 $0.14 $532,611 $133.15(3)
par value
Common stock, $0.01 per share 16,000,000(2) $0.14 $2,240,000 $560.00(3)
par value
- ------------------------------- ------------ --------- ---------- ----------
(1) Closing price on April 18, 2001, pursuant to Rule 457(c) under the
Securities Act.
(2) Most of the shares registered pursuant to this prospectus will become
issuable upon the conversion of convertible debentures issued by the
registrant.
(3) A registration fee of $504.93 was paid by Worldwide Wireless on March 16,
2001. We are adding 2,241,864 additional shares for registration, and have
paid $78.47 in additional fees on April 24, 2001.
The registrant amends this registration statement on the date or dates as may
be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration statement shall
become effective on the date as the commission, acting pursuant to said
Section 8(a), may determine.
WORLDWIDE WIRELESS NETWORKS, INC.
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED APRIL 24, 2001
PROSPECTUS
19,804,364 shares of common stock
The information in this prospectus may be changed. The selling stockholders may
not sell their common stock until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell common stock, and it is not soliciting an offer to buy common stock, in
any state where the offer or sale of common stock is not permitted. THE SALE OF
COMMON STOCK BY THE SELLING STOCKHOLDERS HAS NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The selling stockholders listed on page 16 of this prospectus are offering for
sale up to 19,804,364 shares of our common stock. All proceeds from the sale of
common stock under this prospectus will go to the selling stockholders. We will
not receive any proceeds from the sale of common stock. Of the 19,804,364 shares
offered in this prospectus, 16,000,000 will be issuable upon the conversion of
convertible debentures.
Our common stock is traded under the symbol "WWWN" on the OTC Bulletin Board.
The last reported sale price on the OTC Bulletin Board for our common stock on
April 18, 2001 was $0.14 per share.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
The date of this prospectus is April 24, 2001.
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TABLE OF CONTENTS
PAGE
ITEM 3: SUMMARY INFORMATION AND RISK FACTORS. . . . . . . . . . . . 3
ITEM 4: USE OF PROCEEDS.. . . . . . . . . . . . . . . . . . . . . . 15
ITEM 5: DETERMINATION OF OFFERING PRICE . . . . . . . . . . . . . . 15
ITEM 6: DILUTION - NOT APPLICABLE . . . . . . . . . . . . . . . . . 15
ITEM 7: SELLING SECURITY HOLDERS. . . . . . . . . . . . . . . . . . 15
ITEM 8: PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . 19
ITEM 9: LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . 20
ITEM 10: DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS . . . . 21
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT. . . . . . . . . . . . . . . . . 23
ITEM 12: DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . 27
ITEM 13: INTERESTS OF NAMED EXPERTS AND COUNSEL. . . . . . . . . . . 31
ITEM 16: DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . 32
ITEM 17: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION . 38
ITEM 18: DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . 44
ITEM 19: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . 44
ITEM 20: MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS. . . . . . . . . . . . . . . . . . 45
ITEM 21: EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . 45
ITEM 22: FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . F-1
ITEM 23: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS . . . . . . . F-44
ITEM 24: INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . . . . . . II-1
ITEM 25: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION . . . . . . . . II-1
ITEM 26: RECENT SALES OF UNREGISTERED SECURITIES . . . . . . . . . . II-1
ITEM 27: EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . II-6
ITEM 28: UNDERTAKINGS . . . . . . . . . . . . . . . . . . . . . . . II-10
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ITEM 3: SUMMARY INFORMATION AND RISK FACTORS
Prospectus Summary
As used in this prospectus, unless the context otherwise requires, the terms
"we," "us" or "Worldwide Wireless" mean Worldwide Wireless Networks, Inc.,
doing business as Global Pacific Internet in the State of California. This
summary highlights information which is contained in more detail elsewhere in
this prospectus, and which we feel is material for an investor to consider and
understand before making a decision to invest in our company. You should read
the entire prospectus carefully.
Worldwide Wireless Networks, Inc.
Worldwide Wireless Networks, Inc. was incorporated in the state of Nevada on
June 10, 1992 as Second Investors Group, Inc. On June 19,1998, Second
Investors changed its corporate name to Progressive Environmental Recovery
Corporation. On March 5, 1999, Progressive Environmental changed its corporate
name to Worldwide Wireless Networks, Inc. We were originally organized as a
"blank check" company and our purpose was to seek out investment opportunities
in emerging technology companies. In early 1999, we identified a privately-held
corporation, Pacific Link, Inc. ("Pacific Link"), which was engaged in the
marketing and sale of wireless internet services in Southern California under
the trade name Global Pacific Internet. We remained inactive until our reverse
merger with Pacific Link Internet, Inc. in April 1999, through which we acquired
all of the business assets of Pacific Link. (See: "Management's Discussion and
Analysis - Reverse Merger Treatment.")
We are a networking solutions company that specializes in providing our
customers with high-speed Internet access using our own wireless network. Other
products we provide include direct service links, which are connections of a
customer's computer network to the Internet via our wireless network, and frame
relay connections, which are wired connections between a customer's computer
and a router which sends the data to the desired end connection. We also
provide web hosting and network consulting. We serve all sizes of commercial
businesses, including the home office market.
We have a short operating history, and have experienced cumulative operating
losses of $7,190,000 as of December 31, 2000, primarily due to continued
investments we have made in an effort to expand our existing network. In an
effort to gain profitability, we have postponed our earlier expansion plans
for an indefinite period of time so that we can concentrate on enhancing our
services in Orange County, California. We anticipate that we will be forced
to continue to raise funds through the sale of debt and/or equity instruments,
which may greatly dilute the percentage of ownership which that our existing
shareholders own of our company. If we are unable to access this capital,
then we will be unable to achieve profitability as planned. Management has
developed a cost reduction plan which is currently being implemented. This
plan will allow us to focus on our efforts in Orange County, California,
during the near-term.
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Large scale commercial operations began in April 1999 and, as of December 31,
2000, we provided high-speed wireless services to approximately 280 commercial
customers. Our high-speed wireless network currently serves approximately 85% of
the Orange County, California area. Although we had began to expand into Los
Angeles County, California, and other areas outside of California, we are in the
process of terminating activities in those areas temporarily so that we can
focus on enhancing our Orange County, California business, gain profitability
and then resume our expansion plans. We deliver wireless services to our
customers, ranging from 256 Kbps to 100 Mbps, which are high speed Internet
access options. We opened a co-location facility providing central office
services to 12 customers as of December 31, 2000. To facilitate our market
expansion we hired a direct sales force with support and management teams. We do
not anticipate a reduction of our employees due to the move away from expansion,
as our sales force will redirect all efforts to Orange County, California.
Our name, Worldwide Wireless Networks, was designed to indicate to
customers and others our vision of providing our high-speed Internet
access services through the development of an international network.
We are a very young company, and to date our operations have been
primarily focused on growing our Southern California customer base.
With the exception of our investment in Bridge Technologies, described
later in this prospectus, we have no current international operations
or offices. As we mature, our business objective is to further
develop our international operations, as we believe that the wireless
technologies we provide are well-suited for the international market-
place. Due to a conflict with corporate names in California,
Worldwide Wireless is doing business as "Global Pacific Internet" in
California. We are reviewing what, if anything, can be done to resolve
that conflict, while at the same time determining what actions we may
be able to take to further protect the name Worldwide Wireless Networks
in general. As of the date of this prospectus, we are not aware of any
other conflict involving our name in any other jurisdiction, although
there can be no guarantee that none exists or will not develop in the
future. (See: Risk Factors - "Risks Relating to Our Business.")
We are incorporated under the laws of the State of Nevada. Our
principal executive offices are located at 770 The City Drive South,
Suite 3700, Orange, California 92868 and our telephone number is
(714) 937-5500.
THE OFFERING
COMMON STOCK OFFERED BY THE SELLING STOCKHOLDERS, 19,804,364 SHARES
OF WHICH ONLY 262,500 SHARES ARE OUTSTANDING AS OF
THE DATE OF THIS PROSPECTUS
TOTAL COMMON STOCK OUTSTANDING AS OF THE DATE OF
THIS PROSPECTUS 14,525,27717,499,790 SHARES
-4-
USE OF PROCEEDS. We will not receive any proceeds from the sale of
shares of common stock by the selling stockholders. We may, however,
receive proceeds from the exercise of the warrants should the holders
of the warrants choose to exercise them (which is solely in the holders'
discretion).
RISK FACTORS. An investment in the common stock offered in this
prospectus involves a great deal of risk. See the section called
"Risk Factors."
OUR OTC BULLETIN BOARD SYMBOL "WWWN"
The information above about our outstanding common stock is based on
information as of April 24, 2001. This information does not include:
(a) 895,911 shares of common stock reserved for issuance upon exercise of
options granted under our 1999 Stock Option Plan;
(b) 392,500 shares of common stock reserved for issuance upon exercise of
options granted to Cliff Bream as part of his Separation Agreement
with Worldwide Wireless; 1,225,000 shares of common stock issuable
upon the exercise of outstanding warrants we issued to Whitsend
Investments Ltd., Columbia Financial Group, Inc., Trinity Capital
Advisors, Inc. and AMRO International, S.A., which were registered
under our prior registration statement.
(c) on Form SB-2 (Number 333-42774), declared effective by the SEC on
February 12, 2001; 930,525 shares of common stock issuable upon the
exercise of convertible debentures we issued to AMRO International,
S.A. and Trinity Capital Advisors, Inc., which were registered under
our prior registration statement on Form
(d) SB-2 (Number 333-42774), declared effective by the SEC on February 12,
2001; and
(e) 9,814,535 shares of common stock issuable under the terms of a private
equity line of credit with Whitsend Investments Ltd., which were
registered under our prior registration statement on Form SB-2 (Number
333-42774), declared effective by the SEC on February 12, 2000.
EXCEPT AS OTHERWISE INDICATED, ALL REFERENCES IN THIS PROSPECTUS TO
THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING DO NOT INCLUDE ANY OF
THESE SHARES.
RISK FACTORS
AN INVESTMENT IN OUR COMMON STOCK IS HIGHLY SPECULATIVE, INVOLVES A
HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY THOSE PERSONS WHO
ARE ABLE TO AFFORD A LOSS OF THEIR ENTIRE INVESTMENT. IN EVALUATING OUR
BUSINESS, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING
RISK FACTORS IN ADDITION TO THE OTHER INFORMATION INCLUDED IN THIS
PROSPECTUS.
RISKS RELATING TO OUR FINANCIAL CONDITION
- -----------------------------------------
WE HAVE A HISTORY OF NET LOSSES, A SIGNIFICANT WORKING DEFICIT AND
EXPECT THAT LOSSES WILL CONTINUE IN THE FUTURE EVEN IF THE GROWTH
CAPITAL WE NEED IS OBTAINED.
-5-
For the twelve months ended December 31, 2000 we incurred a net loss
of $4,655,372. For the fiscal years ended December 31, 1999 and 1998,
we incurred net losses of $2,051,252 and $330,183, respectively. We
have incurred a net loss in each year of our existence, and have
financed our operations primarily through the sale of equity and debt
securities. We expect to continue to incur net losses for the foresee-
able future, as we make further capital investment into building our
infrastructure and developing our wireless networks within Orange County,
California. Even if we are successful in attracting the capital we need,
we may not be able to achieve or sustain significant revenues or
profitability on a quarterly or annual basis in the near future.
IN LIGHT OF OUR HISTORICAL EXPERIENCES AND THE LACK OF RESOURCES
AVAILABLE TO SMALLER COMPANIES IN OUR INDUSTRY GENERALLY, WE MAY BE
UNABLE TO OBTAIN THE FINANCING WE NEED TO FUND OUR CURRENT BUSINESS
PLAN OR CONTINUE OUR OPERATIONS.
We have experienced significant cash flow difficulties during the last several
years, particularly in our efforts to expand. In an effort to gain
profitability, we have moved away from our earlier expansion plans, and are
focusing on enhancing our business in Orange County, California. The purpose
behind this change of strategy is first to achieve profitability within Orange
County, California and then move forward with our expansion plans in other
areas. Our ability to exercise our modified business objectives could be
significantly impacted if we are unable to raise additional financing and
resolve our outstanding liabilities. We will need additional financing to
continue our operations, manage our outstanding indebtedness and execute our
business plan. If we are unable to obtain the financing we need, through
transactions like the ones with the selling stockholders described in this
prospectus, our ability to expand our networks would be stalled, and we would
most likely remain a small, regional wireless operator with a very limited
opportunity to increase our profitability from operations. We are presently
negotiating with potential financing sources in an attempt to raise additional
debt or equity capital, but we may not be able to do so in sufficient amounts,
or under terms that are favorable to us. Other than the arrangements we have
with the selling stockholders described in this prospectus, we have no firm
commitments, agreements or understandings regarding additional financing.
RISKS RELATING TO OUR BUSINESS
- ------------------------------
WE RELY ON A CONTINUOUS POWER SUPPLY TO CONDUCT OUR BUSINESS. BOTH THE HIGH
COSTS OF ELECTRICITY AND POSSIBLE BLACKOUTS COULD HAVE AN ADVERSE IMPACT ON OUR
FINANCIAL AND BUSINESS OPERATIONS.
California is in the midst of an energy crisis that could disrupt our operations
and increase our expenses. In the event of an acute power shortage, California
has on some occasions implemented, and may in the future continue to implement,
rolling blackouts throughout the State. We currently do not have backup
generators or alternate sources of power in the event of a blackout, and our
current insurance does not provide coverage for any damages we or our customers
may suffer as a result of any interruption in our power supply. If blackouts
interrupt our power supply, we would be temporarily unable to continue
operations. Any such interruption in our ability to continue operations could
damage our reputation, harm our ability to retain existing customers and to
obtain new customers, and could result in lost revenue, any of which could
substantially harm our business and results of operations. While we are
currently evaluating sources for backup power, it is unknown whether we will be
able to find and implement a backup power source that is economically feasible
and acceptable to our landlord. Furthermore, the deregulation of the energy
industry instituted in 1996 by the California government has caused power prices
to increase. The shortage of supply has caused wholesale prices to skyrocket
over the past year, and should they continue to increase, the operating expenses
associated with our business will likely increase and possibly harm the results
of our operations.
OUR UNPROVEN BUSINESS MODEL MAY RESULT IN OUR INABILITY TO GROW OUR
BUSINESS, REALIZE POTENTIAL PROFITS, WITHSTAND COMPETITIVE FORCES OR
SUSTAIN OUR OPERATIONS.
Our business model depends upon our ability to develop and market
wireless technologies, services and products that allow our customers
to integrate both Internet and traditional sales channels. The potential
profitability of this business model is unproven. Alternatively, we may
be forced by competitive pressures, industry consolidation or otherwise,
to change our business model. Our business model may not be successful
and we may not sustain revenue growth or achieve or sustain profitability.
-6-
OUR DEBT AND EQUITY FUNDING SOURCES MAY BE INADEQUATE TO FINANCE FUTURE
ACQUISITIONS AND, EVEN IF THEY ARE, OUR FINANCIAL CONDITION MAY BE
ADVERSELY AFFECTED BY THE HIGH BORROWING COSTS OF DEBT, OR THE HIGHLY-
DILUTIVE IMPACT OF EQUITY, IF WE ARE UNABLE TO OBTAIN FUNDING ON
REASONABLE TERMS.
We believe that making acquisitions of businesses and products which
complement our core business services will ultimately be an important
element of our business strategy. Our ability to engage in these
acquisitions depends on our ability to establish a profitable business
in Orange County, California and, subsequently, to be able to obtain
debt or equity financing. These types of financing may not be available
for us in the future or, if they are, they may not be available on terms
acceptable to us. Our inability to obtain this financing could make us
unable to pursue our acquisition strategy in the future. Debt financing
may require us to pay significant amounts of interest and principal
payments, reducing the resources available to us to expand our existing
businesses. Some types of equity financing may be highly dilutive to
our stockholders' interest in our assets and earnings.
WE ARE A TECHNOLOGY-BASED COMPANY THAT DEPENDS UPON INTELLECTUAL PROPERTY
RIGHTS TO DEVELOP, MARKET AND SELL OUR PRODUCTS AND SERVICES, BUT WE MAY
NOT BE ABLE ADEQUATELY TO PROTECT THESE INTELLECTUAL PROPERTY RIGHTS,
EITHER BECAUSE SOMEONE HAS A SUPERIOR CLAIM ON THESE RIGHTS OR BECAUSE WE
DO NOT HAVE ADEQUATE FINANCIAL RESOURCES TO PROTECT OUR OWN CLAIMS.
As a high-technology company, we may need to rely on a combination of
trademarks, copyrights, patent rights, contractual rights, trade secrets
and other intellectual property rights to protect our business plan and
our proprietary products and services from infringement or unauthorized
use by third parties. We intend to monitor closely, and take steps to
protect, our intellectual property rights, including by obtaining signed
non-disclosure agreements prior to disclosing confidential information.
We have not, however, filed for statutory protection of any of our
intellectual property, either through the registration of federal or
state trademarks, service marks, copyrights or patents, and it may be that
third parties have or could develop superior rights to our intellectual
property before we are able to file for this protection. To the extent
that any third party already has a superior claim to any of these rights,
which could exist if they began using the right earlier in time than we
did, we may not ever be able to protect our rights. Even if no competing
rights are claimed by any third party at this time, our financial
condition does not make it feasible to file for intellectual property
right protection for all of our intellectual property rights in all
jurisdictions where we may conduct business. By the time we may be able
to do so financially, a third party could have developed a prior claim
to these rights which would render us unable to file for protection at
that time.
As an example, we have been unable to file to do business in the State
of California under the name Worldwide Wireless Networks, Inc., and have
had to continue to use the name Global Pacific Internet, due to a conflict
with a company that had a prior existing claim to Worldwide Wireless
Networks name in that state. While our management does not believe that
the inability to use this name in California has had an adverse effect on
its business operations there, it may in the future or other similar
conflicts may be discovered which could have an adverse impact on our
ability to conduct business as we want to. Similarly, if any party were
-7-
to assert that our proprietary technology infringed upon the rights of
others, the costs of defending against these claims can be so large that
it could have a negative impact on our business, financial condition
and/or future prospects, even if we were ultimately found to have done
nothing wrong.
WE MAY FACE POTENTIAL CLAIMS IF OUR CLIENTS CONDUCT HARMFUL OR ILLEGAL
ACTIVITIES USING OUR PRODUCTS AND SERVICES AND, EVEN IF THESE CLAIMS ARE
WITHOUT MERIT, THEY COULD HARM OUR BUSINESS AND REPUTATION BY CAUSING US
TO EXPEND SIGNIFICANT RESOURCES TO DEFEND OURSELVES.
Some of our products and services involve the transmission of information
over the Internet. Our products or services could be used to transmit
harmful applications, negative messages, unauthorized reproduction of
copyrighted material, inaccurate data or computer viruses to end users.
Any transmission of this kind could damage our reputation or give rise to
legal claims against us. We could spend a significant amount of time and
money defending these legal claims.
In addition, our clients may not comply with federal, state and local laws
when promoting their products and services. We cannot predict whether our
role in facilitating these marketing activities would expose us to
liability under current or future laws. Any claims made against us could
be costly and time consuming to defend, even if we ultimately prevail in,
or are dismissed from, these cases. If we are exposed to this kind of
liability, we could be required to pay substantial fines or penalties,
redesign our business methods, discontinue some of our services or
otherwise expend resources to avoid liability.
IF WE ARE UNABLE TO ADAPT TO THE RAPID TECHNOLOGICAL CHANGES WHICH ARE
PREVALENT IN THE WIRELESS COMMUNICATIONS INDUSTRY TODAY, IT MAY ADVERSELY
IMPACT OUR ABILITY TO MARKET OUR PRODUCTS EFFECTIVELY, WITHSTAND COMPETITION
OR MEET OUR CUSTOMERS' TECHNOLOGICAL REQUIREMENTS, ANY OF WHICH COULD HAVE
AN ADVERSE IMPACT ON OUR FINANCIAL CONDITION.
The wireless communications market is characterized by rapidly changing
technologies, frequent new product and service introductions, short
development cycles and evolving industry standards. The recent growth of
the Internet, and intense competition from both US and foreign companies in
our industry, exacerbate these market characteristics. Our future success
will depend on our ability to adapt to rapidly changing technologies by
maintaining and improving the performance features and reliability of our
services. We may experience technical difficulties that could delay or
prevent the successful development, introduction or marketing of new
products and services. In addition, any new enhancements to our products
and services must meet the requirements of our current and prospective users.
We could incur substantial costs to modify our infrastructure and our range
of products and services to adapt to rapid technological change. Our
inability to adapt quickly could cause us to incur losses and require
additional capital expenditures which would affect the value of our business
and of the securities being offered in this prospectus.
WE MAY BE UNABLE TO EXPAND OUR WIRELESS NETWORKS IF WE CANNOT RELIABLY
DEPEND ON THE DEVELOPMENT OF THE INFRASTRUCTURE OF THE INTERNET GENERALLY.
DEMAND FOR OUR INTERNET-BASED PRODUCTS AND SERVICES COULD BE ADVERSELY
AFFECTED IF CONSUMERS ARE CONCERNED ABOUT THE INTEGRITY OF THE INTERNET,
INCLUDING WITH RESPECT TO SECURITY, CAPACITY, RELIABLE PERFORMANCE AND
OTHER FACTORS.
-8-
A number of factors may inhibit Internet usage, including inadequate network
infrastructure, security concerns, inconsistent quality of services, and
lack of availability of cost-effective, high-speed service. If Internet
usage grows, its infrastructure may not be able to support the demands
placed on it by this growth and its performance and reliability may decline.
In addition, a number of Web-based businesses have experienced interruptions
in their services as a result of outages and other delays occurring
throughout the Internet. We depend upon consumer confidence in, and the
reliability of, the Internet to market and sell our wireless services to our
customers. If outages or delays occur frequently on the Internet in the
future, Internet usage, and the usage of our products and services, could
grow more slowly or decline, and this could result in lower earnings for
our shareholders.
WE MAY NOT BE ABLE TO LOCATE, OR AFFORD TO PURCHASE, SUFFICIENT POINTS-OF-
PRESENCE TO CONDUCT OUR OPERATIONS IN THE JURISDICTIONS WHERE WE ARE SEEKING
TO DO BUSINESS AND, EVEN IF WE ARE ABLE TO FIND SUFFICIENT SPACE, IF THE
AVAILABILITY OF POINTS-OF-PRESENCE IS OR BECOMES SCARCE, THE COMPETITION FOR
SITES AMONG WIRELESS PROVIDERS AND OTHERS MAY DRIVE UP THE PRICE OF THESE
SITES TO A LEVEL WHICH IS NOT FEASIBLE ECONOMICALLY FOR US OR WHICH WE
CANNOT AFFORD.
As the market for wireless products and services matures, the roof-top
spaces and other locations available to place radios and antennae, known
in the industry as a point-of-presence, or a POP, may become scarce. The
effect of this would be to increase, perhaps significantly, the rental
values associated with leasing these roof-top and other rights, to the
extent that we are able to identify sufficient space in our required
locations at all. We may not be able to compete effectively with much
larger wireless providers that have better resources available to them
with which to acquire roof-top rights and other POP locations. If that
happens, the quality and scope of our services could be greatly restricted,
which would have a negative impact upon our business and financial
condition.
IF WE ARE UNABLE TO FORM STRATEGIC ALLIANCES, WE MAY BE UNABLE TO WITHSTAND
THE COMPETITIVE PRESSURES OF LARGER COMPANIES WITH GREATER RESOURCES,
WHICH WOULD MAKE IT MORE DIFFICULT, IF NOT IMPOSSIBLE, TO GROW OUR WIRELESS
NETWORK.
We intend to focus on developing, operating, and entering into strategic
relationships with third parties to quickly implement our business plan and
to provide promotional and other direct marketing services utilizing
telephony, the Internet and wireless communications. To accomplish our
strategy, we will be competing with national and international wireless
service providers desiring to invest in identical opportunities. Many of
these competitors will have longer operating histories, greater name recog-
nition, larger client bases and significantly greater financial, technical
and marketing resources than us. To combat these market differences, we
intend to pursue a strategy of seeking strategic relationships with larger
companies that can support our efforts. If we are unable to attract the
interest of these strategic partners, or to negotiate arrangements with
them that are favorable to us, then we may be unable to compete effectively
with the larger competitors discussed above.
-9-
WE HAVE, AND MAY CONTINUE TO, ENGAGE IN STRATEGIC TRANSACTIONS WITH OTHER
COMPANIES INVOLVING THE MUTUAL EXCHANGE OF STOCK AND, IF THE VALUE OF THE
STOCK WE RECEIVE IN THESE TRANSACTIONS FALLS BELOW THE VALUE WE HAVE GIVEN
UP, IT COULD HAVE A MATERIAL ADVERSE IMPACT UPON OUR FINANCIAL CONDITION
AND THE MARKET VALUE OF OUR STOCK.
Some of our strategic alliances with other corporations have involved,
and future arrangements may continue to involve, our making investments
in the stock of our strategic partners. However, our investments may
decline in value after the date we acquire the strategic partner's stock.
This has already happened in the case of Bridge Technology, Inc. The
Company is taking an other-than-temporary loss of $500,000 on its
original investment of $1,200,000, and an unrecognized loss of $400,000,
both of which are recorded on our year-end December 31, 2000 Income
Statement. (Please refer to Note 3 of our Financial Statements for more
information). Also, in some cases, if our management decides that there
is long-term strategic value in a mutual stock investment transaction,
we may agree to participate in that transaction even where the value of
the partner's stock received by us is less than the value of the WWWN
stock given up by us in the transaction. If the value of any stock in
which we have invested never increases to the expected level, or if it
declines significantly, it could have a material adverse impact on our
financial condition. Furthermore, if we are ever deemed to have paid
more in stock value than we have received from a strategic partner in
a mutual stock transaction, then we may be required under applicable
accounting rules to record a charge to our earnings which could also
have a material adverse impact upon our financial statements and the
market value of our stock.
OUR OPERATING RESULTS AND FINANCIAL CONDITION COULD BE NEGATIVELY
IMPACTED BY CURRENTLY PENDING OR FUTURE LEGAL PROCEEDINGS.
From time to time, we are involved in litigation incidental to our business.
Even if we are successful in any given lawsuit, litigation can be expensive and
time consuming to prosecute or defend, and could cause our customers to delay or
cancel purchase orders until these lawsuits are resolved. Currently, we are
involved in a lawsuit against Sean Loftis and 1st Universe L.P. (See: Item 9 -
--------
Legal Proceedings.)
- -----------------
ACTIONS PREVIOUSLY TAKEN BY OUR MANAGEMENT, INCLUDING MAKING STATEMENTS
IN PUBLIC PRESS STATEMENTS ABOUT THE CONDITION OF OUR COMPANY AND THE VALUE
OF OUR STOCK WHILE WE HAD SHARES IN REGISTRATION WITH SEC, MAY HAVE CAUSED
VIOLATIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
If we are found to have violated these laws, it could result in penalties
against us that could have a material adverse effect on our financial
condition, market price and future stock activity. Also, if any person
purchased or was offered any of our securities in any public or private
transaction during the time period in which we may be found to have been
in violation of applicable securities laws, they may be entitled to seek
rescission or other monetary damages against us.
-10-
Our operating results and financial condition could also be negatively impacted,
and trading in our shares could be adversely affected, if we are found to have
committed any violations of applicable federal or state securities laws,
including the making of any statements about the value or quality of our stock
while we have any securities in registration.
We have participated in press interviews while our shares were in
registration with the SEC, including in a live oral interview over the
Internet, in which Jack Tortorice, the former President of WWWN, is
quoted as saying that he felt the stock of wireless network companies,
including WWWN, was under-valued in the market. He stated that he believed
we would realize gross revenues in excess of four to six million dollars
for fiscal year 2000 , which did not happen. These and other similar
statements made by him in public settings and in the press may be deemed
to violate the securities laws, including potentially Section 5 of the
Securities Act. Mr. Tortorice also stated that, "[w]e've probably got the
largest wireless license-free revenue stream coming for our company than
any other company in the United States right now." At the time of this
statement, based upon his industry knowledge, Mr. Tortorice believed this
statement to be true, but it may not be. Our management has not
deliberately attempted to circumvent or take actions in violation of any
securities laws, and has taken steps to better familiarize itself with its
obligations regarding the communication of statements as a publicly-
reporting company. However, if it were found to have violated any of
these regulations, and if these violations resulted in any discernable
impact on the market for our stock, our failure to comply could have
significant ramifications even if the intentions of management making
these statements was not malicious or fraudulent. If we are ever deemed
to have published any statement which is in violation of securities laws
applicable to the "quiet period" while our shares are in registration, or
if we otherwise violate any federal or state securities law applicable to
our company or its shares, we could subject the company and individual
members of its management and board of directors to liability, which
could include sanctions, financial penalties and the imposition of
restrictions on the trading of our shares, any of which could have a
material adverse effect upon our financial condition, our ability to
raise financing in the future and our shareholders. Similarly, if any
person purchased or was offered our securities during any period in
which we may be found to have been in violation, they may be entitled to
rescission of their purchase, a refund of their money, and, potentially,
other monetary damages.
RISKS RELATED TO OUR STOCK
- --------------------------
WE HAVE A LIMITED TRADING MARKET, AND GIVEN THE HISTORICAL TRADING
PATTERNS OF OUR STOCK, AS WELL AS HIGHLY UNPREDICTABLE CHANGES IN THE
PUBLIC STOCK MARKETS GENERALLY, THE PRICE OF OUR COMMON STOCK MAY BE
QUITE VOLATILE FOR SOME TIME. OUR TRADING PRICE HAS, IN FACT,
DECLINED VERY RAPIDLY OVER THE PAST SEVERAL MONTHS, AMID VERY ERRATIC
TRADING PATTERNS, AND WITH NO SIGN OF BECOMING LESS VOLATILE IN THE
FORESEEABLE FUTURE.
There is a limited public trading market for our common stock on the
OTC Bulletin Board. We cannot assure you that a regular trading market
for our common stock will ever develop or that, if developed, it will
be sustained. As is the case with the securities of many emerging
companies, the market price of our common stock may also be highly
volatile. Factors including our operating results and announcements
-11-
by us or our competitors of new products or services, may significantly
impact the market price of our securities. Similarly, many of the
capital-raising activities we have engaged in, or may be required to
enter into in the future to obtain needed funds, have resulted in, and
may in the future result in, large blocks of stock being held by
professional investors who may from time to time release these shares
into the market place in a manner which could have a highly depressive
effect on the public market and valuation of our shares at any given
time and for any given period. Ultimately, we have no control over the
schedule or timing of how these shares may be sold in the future, nor
will we likely have advance knowledge of these releases, and therefore
our stock prices may be affected significantly in the future by these
activities which, in some circumstances, could have a material and
adverse impact on the stock price of our shares for a long time.
If this were to happen, it could materially affect our ability to raise
funds under favorable terms in the future.
Our stock trading price has declined rapidly during the past several
months, and the volume of our stock's trading has been highly volatile
during the same period. We have no specific knowledge as to why our
stock trading prices and volume have been so erratic, nor is it likely
that these trading patterns are likely to become more stable in the
foreseeable future.
OUR SHARES HAVE TRADED AT LOW PRICES, AND ARE CURRENTLY SUBJECT TO PENNY STOCK
REGULATIONS, WHICH MAY HAVE THE EFFECT OF EXACERBATING THE VOLATILITY OF OUR
STOCK'S PRICE AND TRADING PATTERNS. ALSO, THE ADDITIONAL REQUIREMENTS IMPOSED ON
BROKER-DEALERS WHO TRADE IN PENNY STOCKS MAY REDUCE THE SPEED AT WHICH
TRANSACTIONS INVOLVING PENNY STOCKS CAN BE EFFECTED, AND MAY ALSO REDUCE THE
NUMBER OF BROKER-DEALERS WILLING TO ENGAGE IN SUCH TRANSACTIONS, EITHER OF WHICH
CAN ADVERSELY IMPACT AN INVESTOR'S ABILITY TO TRADE SHARES OF OUR STOCK AS
RAPIDLY AS MAY BE DESIRED.
Broker-dealer practices in connection with transactions in "penny stocks"
are regulated by various penny stock rules adopted by the Securities and
Exchange Commission. Penny stocks generally are equity securities with a
price of less than $5.00 (other than securities registered on some
national securities exchanges or quoted on the Nasdaq system, provided
that current prices and volume information with respect to transactions
in these securities are provided by the exchange or system). The penny
stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks
and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of
each penny stock held in the customer's account. In addition, the penny
stock rules generally require that prior to a transaction in a penny
stock the broker-dealer make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading
activity in the secondary market for our stock when there is penny
activity and our stock becomes subject to the penny stock rules, and
potentially could have a depressive effect on the price of our shares
generally.
-12-
WE EXPECT TO ENTER INTO FUTURE AGREEMENTS, WHICH RESULT IN SIGNIFICANT DILUTION
OR SUBSTANTIAL INDEBTEDNESS, WITHOUT STOCKHOLDER APPROVAL. STOCKHOLDERS MAY BE
UNABLE TO REVIEW PROPOSED AGREEMENTS BEFORE THEY ARE SIGNED.
In all likelihood, stockholders will be unable to review the terms of or vote on
any potential relationships into which we may enter. Consequently, stockholders
are dependent upon the Board of Directors' judgment with respect to transactions
of this nature. These transactions, if realized, may involve the issuance of a
significant number of additional equity securities which could cause significant
dilution or the incurrence, assumption or issuance by us of substantial
indebtedness and the undertaking by us of material obligations including, among
other things, long-term employment, consulting or management agreements.
THE EXERCISE OR CONVERSION OF OUR OUTSTANDING DERIVATIVE SECURITIES INTO COMMON
STOCK, AS WELL AS THE ISSUANCE OF COMMON STOCK UPON OUR USE OF THE EQUITY LINE
OF CREDIT DESCRIBED LATER IN THIS PROSPECTUS, WILL DILUTE THE PERCENTAGE
OWNERSHIP OF OUR OTHER STOCKHOLDERS, AND THE SALE OF THIS COMMON STOCK IN THE
OPEN MARKET COULD ADVERSELY AFFECT OUR MARKET CAPITALIZATION BY HAVING A
DEPRESSIVE EFFECT ON, AND POTENTIALLY SIGNIFICANTLY DRIVING DOWN THE PRICE OF,
OUR COMMON STOCK.
As of December 31, 2000, outstanding options and warrants equaled 2,513,411, in
addition to the convertible debentures we issued to AMRO International S.A. and
Trinity Capital Advisors, Inc., having an aggregate principal amount of
$1,000,000. More options can be granted in the future under our employee
benefit plan. Substantially all of the shares of common stock underlying these
securities are to be registered for unrestricted resale under the Securities
Act. The exercise or conversion of outstanding stock options, warrants or other
convertible securities will dilute the percentage ownership of our existing
stockholders.
OUR ISSUANCE OF FURTHER SHARES AND THE ELIGIBILITY OF ISSUED SHARES FOR RESALE
WILL DILUTE OUR COMMON STOCK AND MAY LOWER THE PRICE OF OUR COMMON STOCK.
The common stock being offered in this prospectus represents 19,804,364 shares,
and if all warrants and convertible debentures are exercised and converted, the
common stock to be registered in this statement will represent 54.5%55.4% of our
total issued and outstanding shares of common stock. If you invest in our
common stock, your interest will be diluted to the extent of the differences
between the price per share you pay for the common stock and the pro forma as
adjusted net tangible book value per share of our common stock at the time of
sale. We calculate net tangible book value per share by subtracting from our
total assets all intangible assets and total liabilities, and dividing the
result by the number of outstanding shares of common stock. Furthermore, we may
issue additional shares, options and warrants and we may grant additional stock
options to our employees, officers, directors and consultants under our stock
option plan, all of which may further dilute our net tangible book value.
OUR SALE OF SHARES UPON CONVERSION OF DEBENTURES AND EXERCISING OUR EQUITY LINE
OF CREDIT FOR SHARES AT A PRICE BELOW THE MARKET PRICE OF OUR COMMON STOCK WILL
HAVE A DILUTIVE IMPACT ON OUR STOCKHOLDERS AND COULD ADVERSELY EFFECT OUR MARKET
CAPITALIZATION BY HAVING A DEPRESSIVE EFFECT ON, OR SIGNIFICANTLY DRIVING DOWN
THE PRICE OF, OUR COMMON STOCK.
-13-
We have issued debentures to AMRO International S.A. and Trinity Capital
Advisors, Inc., some of whch have been converted into common stock at a
discount to the then-prevailing market price of our common stock.
Discounted sales resulting from the conversion of the debentures could
have an immediate adverse effect on the market price of the common stock.
To the extent that debenture and warrant holders convert their securities
and sell the underlying shares into the market, the price of our shares
may decrease due to the additional shares in the market.
In addition, any sales in the public market of shares of our common stock
issuable upon the exercise or conversion of stock options, warrants or
convertible securities, or the perception that these sales could occur,
may adversely affect the prevailing market price of our common stock, and
may result in depressing our share price generally and, potentially,
driving our price down significantly in a short period of time. Moreover,
our ability to obtain additional equity capital could be adversely
affected since the holders of outstanding warrants and options will likely
exercise these securities when we probably could obtain any needed capital
on terms more favorable than those provided by these securities. We lack
control over the timing of any exercise or the number of shares issued or
sold if this exercise occurs.
We have also entered into a private equity line of credit, described later
in this prospectus, under which we can draw down financing in exchange for
issuing shares of our common stock. These shares will be issued to the
lender providing this line of credit at a significant discount from our
market price for shares and, if sold into the market in large blocks,
could also have a depressive effect on the market price for our shares.
This, in turn, could make it more difficult for us to obtain needed
financing under terms favorable to us.
THE FUTURE SALE OF LARGE BLOCKS OF CURRENTLY RESTRICTED SHARES WHICH NOW
EXIST OR WHICH MAY BE ISSUED BY US IN THE FUTURE COULD DECREASE THE MARKET
PRICE OF OUR COMMON STOCK AND IMPAIR OUR ABILITY TO RAISE CAPITAL. WE MAY
HAVE NO ABILITY TO KNOW ABOUT OR TO CONTROL THE TIMING AND/OR THE AMOUNT
OF RESTRICTED STOCK WHICH PRIVATE INVESTORS MAY SELL INTO THE MARKET IN
THE FUTURE.
Future sales of common stock by existing stockholders under exemptions
from registration or through the exercise of outstanding registration
rights could materially adversely affect the market price of our common
stock and could materially impair our future ability to raise capital
through an offering of equity securities. A substantial number of shares
of common stock are, or in the near future will be, available for sale
under exemptions from registration, or are being registered registration
rights. We are unable to predict the effect, if any, that market sales
of these shares, or the availability of these shares for future sale, will
have on the prevailing market price of our common stock at any given time.
-14-
OTHER RISKS.
- ------------
Our legal counsel, Feldhake, August & Roquemore LLP has entered into a Share
Purchase Agreement with us and they own 200,000 shares of Worldwide Wireless,
which is being issued as consideration for a credit against our existing account
receivable with them. In the event that any conflict of interest may develop in
the future by reason of this firm being one of our shareholders, they may have
to withdraw from representing us in any subsequent matters.
ITEM 4: USE OF PROCEEDS
The selling stockholders will receive all of the proceeds from the sale
of the shares of common stock offered under this prospectus. We will not
receive any of the proceeds from the sale of shares of common stock by
the selling stockholders. Some of the shares of common stock included in
this prospectus will come from the exercise of warrants, or the conversion
of convertible debentures, which have been sold by us to some selling
stockholders. These selling stockholders have no obligation to exercise
or convert their securities, and Worldwide Wireless may never receive any
additional proceeds from them. Any proceeds we do receive from them will
be contributed to working capital and will be used for general corporate
purposes.
ITEM 5: DETERMINATION OF OFFERING PRICE
Each selling stockholder will determine the offering price at which the
shares included in this prospectus will be sold.
ITEM 6: DILUTION - not applicable
ITEM 7: SELLING SECURITY HOLDERS
Below is a table identifying the selling stockholders offering shares
through this prospectus, which includes:
- the number of shares of common stock currently owned by each selling
stockholder;
- the number of shares being offered by each selling stockholder; and
- the number and percentage of shares of common stock to be held by each
selling stockholder after the completion of this offering, assuming
that all shares being offered by this prospectus are sold.
In certain cases, the selling stockholders do not now own beneficially
the shares of our stock referenced in the table below. These shares have
been included because the selling stockholders could receive up to the
amount of shares indicated for each selling stockholder within sixty days
of the date of this prospectus. In some cases, the selling stockholders
may receive their shares through the exercise of warrants or convertible
debentures, the terms of which are described later in this prospectus.
Except as otherwise indicated in the footnotes to the table below, no
selling stockholder has been an officer, director or employee of Worldwide
Wireless during the past three years. The selling shareholders have
represented that none of them are broker-dealers or affiliates of broker-
dealers. The inclusion of any shares in this prospectus does not
necessarily mean that the selling stockholders will sell all or any of
the common stock and, if they do, we have no way of knowing at what prices
these sales might occur.
-15-
The selling stockholders provided us with all of the information contained
in this prospectus regarding themselves and their share ownership.
Because the selling stockholders may sell all or part of their shares,
we are unable to estimate the number of shares that will be held by any
selling stockholder in the future. Beneficial ownership is determined in
accordance with SEC rules, and generally includes the voting or investment
power that any person has over securities. In calculating the percentage
ownership of each selling stockholder that owns options, warrants or
convertible debentures, we have counted the shares of common stock underlying
these securities as outstanding shares if those securities could be exercised
for, or converted into, common stock within 60 days from the date of this
prospectus. (See "Plan of Distribution.")
NUMBER OF
SHARES BENEFICIALLY NUMBER OF SHARES
NAME AND ADDRESS OF THE OWNED PRIOR TO OFFERED BY
SELLING STOCKHOLDERS THE OFFERING THIS PROSPECTUS
- ----------------------------------------------------- ------------------- -----------------
Sinclair Davis Trading Corporation 262,500 262,500
108 Harbor Rd
Head of the Harbor, New York 11780 -
(Brooke Bray has control over the common stock
issued to this selling stockholder)
AMRO International, S.A. 815,435 12,061,015(1)
c/o Utra Finance
Grossmunster Platz 26
Zurich CH 8022
Switzerland
(H.U. Bachofen and Michael Klee have control over
the common stock issued to this selling stockholder)
-16-
NUMBER OF
SHARES BENEFICIALLY NUMBER OF SHARES
NAME AND ADDRESS OF THE OWNED PRIOR TO OFFERED BY
SELLING STOCKHOLDERS THE OFFERING THIS PROSPECTUS
- ----------------------------------------------------- ------------------- -----------------
Trinity Capital Advisors, Inc. 1,403,759 4,427,177(1)
211 Sutter Street, 2nd Floor
San Francisco, CA 94108
(E. Edward Jung has control over the common stock
issued to this selling stockholder)
Fred Maxik 0 250,000(2)
6827 S. Industrial
Las Vegas, NV 89118
(Fred Maxik has control over the common stock issued
to this selling stockholder)
Tony Capporicci 0 250,000(2)
6827 S. Industrial
Las Vegas, NV 89118
(Tony Capporicci has control over the common stock
issued to this selling stockholder)
Steve Menzies 100,000 800,000(2)
6827 S. Industrial
Las Vegas, NV 89118
(Steve Menzies has control over the common stock
issued to this selling stockholder)
Universal Business Insurance 0 553,582(3)
6360 S. 3000 East, Suite 205
Salt Lake City, Utah 84121
(Don Mayer has control over the common stock issued
to this selling stockholder)
-17-
NUMBER OF
SHARES BENEFICIALLY NUMBER OF SHARES
NAME AND ADDRESS OF THE OWNED PRIOR TO OFFERED BY
SELLING STOCKHOLDERS THE OFFERING THIS PROSPECTUS
- ----------------------------------------------------- ------------------- -----------------
Pacific Industrial Partners, LLC 0 1,000,000
1100 Quail Street, Suite 207
Newport Beach, CA 92660(4)
Feldhake, August & Roquemore, LLP 0 200,000
19900 MacArthur Blvd., Suite 850
Irvine, CA 92688
(Robert J. Feldhake has control over the common
stock issued to this selling stockholder)
<FN>
(1) Some of the shares included in this amount will only be issued and offered
for sale if the selling stockholders elect to convert convertible
debentures which they purchased from us in a private offering.
(2) We are registering up to the stated amount of shares in anticipation that
they may be issued in connection with the final settlement of disputes with
these parties.
(3) These shares are being registered and will be subsequently delivered in
connection with the performance of services by these parties on our behalf.
(4) These shares will be issuable to Pacific Industrial Partners upon their
exercise of warrants issued by us under a Settlement Agreement which we and
the other named defendants in the lawsuit Pacific Industrial Partners v.
Worldwide Wireless entered into with PIP. Pursuant to the terms of the
Settlement Agreement, the warrants will be issued in quarterly increments
of 250,000. Of the 1,000,000 warrants, PIP will receive a total of 500,000
warrants, each of Uri Halfon, Uri Zahavi and Mike Davidov will receive
83,500 warrants, Misuma Investment will receive 209,500 warrants and Gil
Priel will receive 40,000 warrants. (See: Exhibit 10.17).
-18-
Dividend Policy
We have not paid cash dividends on our common stock since our
inception. We do not intend to pay cash dividends on our common
stock in the foreseeable future. We currently intend to reinvest
earnings, if any, in the development and expansion of our business.
The declaration of dividends in the future will be at the election
of our Board of Directors, to the extent they may lawfully do so,
and will depend upon our earnings, capital requirements and
financial position, general economic conditions and other relevant
factors.
ITEM 8: PLAN OF DISTRIBUTION
The selling stockholders may offer their shares at various times
in one or more of the following transactions:
- - ordinary brokers transactions, which may include long sales;
- - cross or block trades or otherwise on the OTC Electronic
Bulletin Board;
- - purchases by brokers, dealers or underwriters as principals,
and resale by these purchasers for their own accounts using
this prospectus;
- - "at the market" sales to or through market makers, or into
an existing market for the common stock;
- - in other ways not involving market makers or established
trading markets, including direct sales to purchasers or
sales made through agents;
- - through the use of options, swaps or other derivative
securities;
- - in connection with short sales of shares of common stock;
- - option or other transactions; and
- - any combination of the above transactions, or any other
legally available means.
Brokers, dealers, underwriters or agents participating in the distribution of
our shares of common stock may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders. Sometimes
commissionswill also be paid wholly or partially by the purchasers of these
shares ofcommon stock, for whom the broker-dealers may act as agent or to whom
they may sell as principal, or both. The compensation paid or given to a
particular broker-dealer may sometimes be in excess of customary commissions.
-19-
Some of the selling stockholders and any broker-dealers acting in connection
with the sale of the shares of common stock included in this prospectus are
underwriters within the meaning of Section 2(11) of the Securities Act because
of the manner in which these shares are being purchased and resold. In those
situations where a selling stockholder is acting as an underwriter, any
commissions received by that selling stockholder, and any profit realized on
the resale of shares of common stock as principals, will be considered
underwriting compensation under the Securities Act. Neither we nor any selling
stockholder can presently estimate the amount of this compensation. We don't
know of any existing arrangements between a selling stockholder and any other
shareholder, dealer, underwriter or agent relating to the sale or distribution
of the shares. The selling stockholders have advised us that they do not
intend to engage in short selling activities in connection with their plan of
distribution, but we have no control over whether or not any selling
stockholder will actually engage in this activity.
The selling stockholders have represented to us that any purchase or sale of
shares of common stock by them will comply with all applicable securities
regulations then in effect, which would include Regulation M adopted under the
Securities Exchange Act of 1934. In general, Rule 102 of Regulation M
prohibits any person connected with a distribution of our common stock from
directly or indirectly bidding for, or purchasing for any account in which he
or she has a beneficial interest, any of our common stock or any right to
purchase our common stock, for a period of one business day before and after
completion of his or her participation in the distribution.
During the time a selling stockholder participates in a distribution, Rule 104
of Regulation M prohibits that selling stockholder, and any other persons
engaged in the distribution, from engaging in any stabilizing bid or purchasing
our common stock except for the purpose of preventing or retarding a decline in
the open market price of our common stock. No person may effect any stabilizing
transaction to facilitate any offering at the market. If any selling
stockholder offers and sells our common stock at the market, Rule 104 prohibits
that selling stockholder from making any stabilizing transaction that involves
our common stock.
There can be no assurance that the selling stockholders will sell any or all of
the shares offered by them in this prospectus. Also, there can be no
assurance that each selling stockholder will, in fact, comply with applicable
securities regulations, including Regulation M, in connection with the sale or
distribution of the shares. Beyond seeking the representations of the selling
stockholders that they will do so, Worldwide Wireless has no power to compel
them to comply with these regulations, nor will we necessarily have any way of
knowing whether or not they do. . We have not obtained this type of represen-
tation from every selling stockholder named in this prospectus.
ITEM 9: LEGAL PROCEEDINGS
Except as disclosed below, we are not involved in any material pending legal
proceedings, other than routine litigation incidental to our business, to which
we are a party or of which any of our property is subject:
-20-
Sean Loftis and 1st Universe L.P.
- -------------------------------------
We entered into an agreement with Mr. Loftis whereby we would provide wireless
internet services to customers located by Mr. Loftis, and with whom Mr. Loftis
would enter into contracts to provide wireless internet services. Mr. Loftis
received a profit to the extent that the fees charged by him to the customer
exceeded the fees charged by us to him. On January 30, 2001, we terminated the
agreement, and we were subsequently sued by 1st Universe and Mr. Loftis for
breach of contract, breach of the implied covenant of good faith and
interference with contract, among other things. Mr. Loftis alleges that we
breached the agreement by terminating internet access services on short notice
and entering into new contracts with his customers. We dispute all of Mr.
Loftis' allegations and are actively litigating against his claims.
ITEM 10: DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS
The names, ages and positions of the current directors, executive officers and
key employees of Worldwide Wireless are set forth below. Biographical
information for each of these persons is also presented below. Our executive
officers are appointed by our Board of Directors and serve at its discretion.
-21-
Directors and Executive Officers
Name Age Position Held
- ---- --- -------------
Jack Tortorice 52 Chairman of the Board
Jerry Collazo 41 Chief Executive Officer,
Chief Financial Officer
Vincent (Li-Hsiu) Tsao 37 Director
Dennis Shen 34 Director
JACK TORTORICE. Chairman of the Board of Directors since April of 1999, and
until January 4, 2001, Chief Executive Officer and President of WWWN. He
served as CEO, Chairman of the Board and a Director of Pacific Link from
October 1997 to May 1999. Prior to joining Pacific Link, he was General
Manager for the sales and marketing division of Frontier Communications from
January 1995 to June 1997. Prior positions include: General Manager for Sales
and Operations of ITT Courier related to computer equipment sales; Vice
President of Sales for Automatic Data Processing selling payroll outsourcing;
and sales positions for Wang Labs and Xerox. Mr. Tortorice graduated with a
Masters in Business Administration from Pepperdine University in 1989 and
received a bachelor's degree in economics from Edinboro University in
Pennsylvania in 1973.
JERRY COLLAZO. Mr. Collazo joined us as our Chief Financial Officer in July
2000, and as of January 4, 2001, he is our President and acting Chief Executive
Officer. Most recently, prior to joining Worldwide Wireless, Mr. Collazo
served from August 1996 to April 1998 as COO of Xtend Micro Products. From
August 1995 to July 1996, he served as CFO of Powerwave Technologies
(NASDAQ:PWAV), a leader in wireless telecommunications, helping the company
grow to $60 million in revenues. Prior to that, he served as CFO of Young
Minds, Inc. Mr. Collazo has also served as Director of Finance and Tax for
Seagate Technology (NYSE:SEG) (formerly Archive Corporation), a $400 million
revenue company. In addition, he has served as a manager at Ernst & Young.
Mr. Collazo is a CPA, and holds a Masters in Business Administration from UCLA,
a Masters in Business Taxation from Golden Gate University and a BS in
Accounting from Fort Lewis College.
VINCENT (LI-HSIU) TSAO. Mr. Tsao was appointed as a Director of Worldwide
Wireless, Inc. on January 4, 2001. He has served as a Director for Multacom,
a private international telecommunications company, since October 1998 and as
Vice President of Asian Operations since May 2000. Prior to that, Mr. Tsao was
the Chief Operating Officer of Multacom for the period October 1998 through
November 1999, and was the Vice President for Investor Relations from November
1999 to May 2000. Mr. Tsao worked in the Marketing Department of Tien Fu
-22-
Securities Investment Consulting Co. in Taipei, Taiwan, where he was appointed
manager in 1990. From 1992 to 1995 he was an officer in the Trust Department
of Asia Trust and Investment Corporation in Taipei, Taiwan. From 1995 until
joining Multacom in 1999, Mr. Tsao worked for General Bank as an Assistant
Vice President of Business Development.
DENNIS SHEN. Mr. Shen was appointed as a Director of Worldwide Wireless, Inc.
on February 13, 2001. In February 2000, we learned that Mr. Shen had been
convicted in California in 1996 of two counts involving the receipt or
concealment of stolen property, both of which were dropped to misdemeanor
counts and which, it appears, were eventually expunged at the bench and
entered as not guilty pleas. In May, 1992, Mr. Shen was the founder,
President, and Chief Information Officer for Global Pacific, which later
became Pacific Link (which merged with WWWN in April1999). He was responsible
for network design and implementation and spearheaded the transition of that
company from computer reseller to an Internet service provider in 1995.
Mr. Shen has extensive experience in large-scale wireless network implemen-
tations. He was a featured speaker at World Expo '94 and the Unlicensed
Spectrum-Wireless Internet Access Show. Our management has determined that
Mr. Shen's prior legal issues have not lessened the importance or value of
his contribution to our company in the past, nor is it expected to be an
impediment to his service as a Director in the future. Susan Shen, the wife
of Dennis Shen, serves as a full-time employee of Worldwide Wireless, and
Shen family members have historically been, and continue to be, significant
shareholders of our company.
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our outstanding
common stock owned by:
- - each person or group known by us to own beneficially more than 5% or
more of our outstanding common stock;
- - each of our executive officers;
- - each of our directors; and
- - all executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities.
Except as indicated by footnote, as far as we know, the persons named in the
table below have sole voting power and investment power with respect to all
shares of common stock shown as beneficially owned by them. The percentage of
beneficial ownership is based on 14,525,27717,499,790 shares of common stock
outstanding as of April 24, 2001.
-23-
COMMON STOCK BENEFICIALLY OWNED
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
- ------------------------------------- ------------------- -------------------
Dennis Shen (Director)
and Susan Shen 2,798,500(1) 15.99%
770 The City Drive South,
Suite 3700
Orange, California 92868
Ming-Chau Yeung 688,000(2) 3.93%
9 Red Coat Place
Irvine, California 92602
Whitsend Investments Limited 8,153,611(3) 46.59%
c/o Dr. Batliner & Partner
Aeulestrasse 74
FL-9490 Vaduz, Liechtenstein
AMRO International S.A. 5,826,723(4) 33.29%
c/o Utra Finance
Grossmunster Platz 26
Zurich CH 8022
Switzerland
Trinity Capital Advisors, Inc. 2,191,125(5) 12.52%
211 Sutter Street, 2nd Floor
San Francisco, CA 94108
Columbia Financial Group, Inc. 1,000,000(6) 5.71%
1301 York Road, Suite 400
Lutherville, MD 21093
Steve Menzies 900,000 5.14%
6827 S. Industrial
Las Vegas, NV 89118
Jack Tortorice (Director) 2,775,500(7) 15.86%
770 The City Drive South, Suite 3700
Orange, California 92868
-24-
Pacific Industrial Partners 1,400,000(8) 8%
1100 Quail Street, Suite 207
Newport Beach, California 92660
ALL EXECUTIVE OFFICERS AND 5,574,000 31.85%
DIRECTORS AS A GROUP
<FN>
(1) Dennis Shen is the record owner of 500,000 shares and options to purchase
4,500 shares; he and Susan Shen, his wife, jointly own 1,606,000 shares,
and they share voting and investment power over 688,000 shares held by
Susan's mother, Ming-Chau Yeung.
(2) Includes options to purchase 3,600 shares exercisable within 60 days from
the date of this prospectus.
(3) Includes 125,000 warrants to purchase common stock which can be exercised
at the election of Whitsend Investments Limited during the term of their
Agreement, as well as 8,028,611 shares which we could, if we elected in our
sole discretion to draw down on our private equity line of credit, obligate
Whitsend Investments Limited to purchase up to 8,028,611 shares within 60
days from the date of this prospectus. This assumes we do not draw down for
purposes of financing an acquisition, in which case the maximum amount that
could be drawn down would depend upon the acquisition price of our target
and, since there is no acquisition currently being contemplated, that
amount cannot be determined today. Our agreement with Whitsend provides
that it cannot own more than 9.9% of our total issued and outstanding
common stock at any given time, however investors should not assume that
the amount of overall dilution attributable to Whitsend will be limited to
that amount, because each of the following events could increase the amount
of overall dilution attributable to Whitsend under its agreement with us:
(a) our issuance of new shares of common stock; (b) the sale of stock by
Whitsend into the market (which we may or may not be aware of at that
time); and/or (c) the express or implied waiver of that limitation by
Whitsend at any time during the term of our agreement.
(4) Includes 70,000 warrants that can be exercised at the election of AMRO
within 60 days from the date of this prospectus, 815,435 shares of common
stock it owns as a result of converting a portion of its convertible
debentures, and, assuming no change in our current share price of $0.14 as
of April 18, 2001, 5,756,723 shares of common stock it could own as a
result of fully converting its convertible debentures within 60 days from
the date of this prospectus (including $34,753 of accrued interest as of
the date of this prospectus). Our agreement with AMRO provides that it
cannot own more than 9.9% of our total issued and outstanding common stock
at any given time, however investors should not assume that the amount of
overall dilution attributable to AMRO will be limited to that amount,
because each of the following events could increase the amount of overall
dilution attributable to AMRO under its agreement with us: (a) our issuance
of new shares of common stock; (b) the sale of stock by AMRO into the
market (which we may or may not be aware of at that time); and/or (c) the
express or implied waiver of that limitation by AMRO at any time during the
term of our agreement.
-25-
(5) Includes 30,000 warrants that can be exercised at the election of Trinity
within 60 days from the date of this prospectus, 1,403,759 shares of common
stock that Trinity owns as a result of converting a portion of its
convertible debentures, and, assuming no change in our current share price
of $0.14 as of April 18, 2001, shares of common stock it could own as a
result of fully converting its convertible debentures within 60 days from
the date of this prospectus (not including any accrued interest). Our
agreement with Trinity provides that it cannot own more than 9.9% of our
total issued and outstanding common stock at any given time, however
investors should not assume that the amount of overall dilution
attributable to Trinity will be limited to that amount, because each of the
following events could increase the amount of overall dilution attributable
to Trinity under its agreement with us: (a) our issuance of new shares of
common stock; (b) the sale of stock by Trinity into the market (which we
may or may not be aware of at that time); and/or (c) the express or implied
waiver of that limitation by Trinity at any time during the term of our
agreement.
(6) Includes warrants to purchase 1,000,000 shares of common stock that can be
exercised by Columbia Financial Group, Inc. within 60 days from the date of
this prospectus.
(7) Includes options to purchase 4,500 shares exercisable within 60 days from
the date of this prospectus.
(8) Includes warrants for the purchase of 1,000,000 shares of common stock
being registered in this prospectus and 400,000 shares of common stock
being delivered by certain of our shareholders under the terms of the
Settlement Agreement as described on page 28 of this prospectus.
Disputed Beneficial Ownership
On April 19, 2000, we filed a lawsuit in Orange County, California Superior
Court - Central Justice Center, against one of our former consultants, DFL
Capital Partners, LLC, and our former legal counsel, alleging, among other
things, fraud and malpractice. The dispute arose out of an Option Agreement we
entered into in 1998 whereby DFL provided certain consulting services in
exchange for options to purchase common stock of Worldwide Wireless. We retained
legal counsel recommended to us by DFL, but we were never advised that the
partner of the law firm who represented us specifically was, at the same time,
also the managing member of DFL Capital Partners, LLC. As a result of this
undisclosed conflict of interest, we believe that the agreement which the law
firm counseled us to sign did not adequately protect us in terms of the services
which we understood we were supposed to receive and the number of stock options
which DFL was to receive as compensation for these services. We began settlement
negotiations and subsequently dismissed the lawsuit. Depending upon the outcome
of the negotiations, DFL may receive anywhere from 50,000 to 700,000 options to
purchase common stock of Worldwide Wireless.
-26-
ITEM 12: DESCRIPTION OF SECURITIES
The following is a summary of the material terms of our capital stock,
qualified in its entirety by, the provisions of our Certificate of
Incorporation, as amended, and the Amended and Restated Bylaws that are
referenced as exhibits to this registration statement and by provisions of
applicable law.
COMMON STOCK
We are presently authorized to issue up to 50,000,000 shares of common stock,
$.001 par value per share. As of April 24, 2001, there were 14,525,27717,499,790
shares of common stock outstanding. The holders of common stock are entitled to
one vote for each share held of record on each matter submitted to a vote of
stockholders. There is no cumulative voting for election of directors.
Additionally, there are no dividend rights for common stockholders. Dividends
may be granted at the discretion of the Board of Directors, and no dividends are
expected in the foreseeable future.
OPTIONS AND WARRANTS
There are currently outstanding options to purchase 1,288,411 shares of common
stock at exercise prices ranging from $.25 to $3.00, and outstanding warrants
to purchase 1,225,000 shares of common stock at exercise prices ranging from
$1.10 to $5.00 per share.
CONVERTIBLE DEBENTURES
On June 30, 2000, we entered into a Convertible Debenture and Warrant Purchase
Agreement having an aggregate principal amount of $1,000,000. The convertible
debentures mature on June 30, 2003 and bear interest at 7% per annum until the
earlier of conversion into our common stock or maturity. Interest is payable
quarterly in arrears on September 1, October 1, January 1 and June 1 of each
year commencing on September 1, 2000. The convertible debentures are
convertible by the holder at any time prior to the close of business on
June 30, 2003. The conversion price is equal to the lesser of $3.1563 per
share or 80% of the market price as of the date on which the holder of the
debenture gives notice of their intention to convert the debentures. Under the
terms of our agreement (which was drafted before the applicable conversion
price was calculated and fixed), we may redeem the debentures for cash at 150%
of the amount of unpaid principal and accrued interest on these debentures if
the conversion price is not less than $7.00 per share. Since the price of our
common stock was less than $7.00 per share when our agreement was subsequently
signed by the selling stockholders, the applicable conversion price fixed by
this agreement will always be less than $7.00 per share and we have no ability
to redeem these debentures for cash.
-27-
TRANSACTIONS WITH SELLING STOCKHOLDERS
The shares to be registered pursuant to the registration statement and this
prospectus have been issued in, or underlay derivative securities exercisable
for or convertible into shares which were issued in, private transactions
exempted pursuant to Sections 4(2) or 4(6), or other applicable exemptions, of
the Securities Act from the registration provisions contained in Section 5 of
the Securities Act. Each offering included less than 35 purchasers, other than
"accredited investors" as defined in Rule 501, and as a result each offering
qualified as exempt from registration in accordance with Rules 505 and/or 506 of
Regulation D. The following pages briefly describe the agreements and
transactions we entered into with each of the selling stockholders with respect
to each class of security registered under this prospectus. The following
discussion provides an understanding of the material terms of each transaction
referenced below. It is not intended to be a complete description of each
agreement described below, and the discussion in this registration statement is
qualified in its entirety by reference to the documents included or referenced
in the exhibits to this registration statement.
CONVERTIBLE DEBENTURE PURCHASE AGREEMENT
On June 30, 2000, we entered into a convertible debenture and warrant purchase
agreement with AMRO International S.A. and Trinity Capital Advisors, Inc. for
the purchase of debentures having an aggregate principal amount of $1,000,000.
The convertible debentures are set to mature on June 30, 2003 with interest
accruing at 7% per annum from the date the convertible debentures were issued
until the earlier to occur of conversion of the debentures into shares of our
common stock or June 30, 2003. Until conversion, the interest accruing on the
debentures shall be payable quarterly in arrears, on September 1, October 1,
January 1 and June 1 of each year, commencing September 1, 2000.
The convertible debentures are convertible by the holder into shares of our
common stock at any time prior to the close of business on June 30, 2003. The
conversion price will be the amount which is equal to the lesser of $3.1563 per
share or 80% of the market price of our shares as of the date on which a
conversion notice is received by us. Under the terms of our agreement (which was
drafted before the applicable conversion price was calculated and fixed), we may
redeem the debentures for cash at 150% of the amount of unpaid principal and
accrued interest on these debentures if the conversion price is not less than
$7.00 per share. Since the price of our common stock was less than $7.00 per
share when our agreement was subsequently signed by the selling stockholders,
the applicable conversion price fixed by this agreement will always be less than
------
$7.00 per share and we have no ability to redeem these debentures for cash. We
--
have the right to redeem the convertible debentures for an amount equal to 150%
of their unpaid principal balance, plus all accrued but unpaid interest
outstanding on that amount at the time of redemption. We are obligated to
reserve for issuance upon conversion a sufficient number of shares of common
stock, and to register and maintain an effective registration statement for the
shares of common stock reserved for issuance. The beneficial conversion feature
associated with the issuance of the convertible debenture will result in a
charge of approximately $25,000 to interest expense during the third quarter of
our current fiscal year.
-28-
We received proceeds from the sale of the debentures in the amount of
$1,000,000, less the amount of $7,000 for escrow, administrative and legal fees
payable to Epstein, Becker & Green, P.C. A finder's fee of 5,000 shares of our
common stock was paid to Triton West Group, Inc. under the terms of our
debenture purchase agreement.
In the event that we do not register the shares as required by our agreement
with the purchasers of these debentures, we will incur penalties in the amount
of two percent of the aggregate market value of our shares of common stock
covered by that agreement. Also, in the event the registration statement of
which this prospectus is a part is not declared effective by December 1, 2000,
these purchasers have the right to terminate their agreement.
OUR TRANSACTIONS WITH THE OTHER SELLING STOCKHOLDERS
Pacific Industrial Partners, LLC
- -----------------------------------
On July 12, 2000, a lawsuit was filed in Orange County Superior Court against us
and some of our officers, directors and shareholders by Pacific Industrial
Partners, LLC and its affiliates (collectively, "PIP") for breach of contract,
breach of the implied covenant of good faith and fair dealing, promissory
estoppel and intentional interference with existing contract. The dispute arose
out of a convertible debt note we signed dated January 6, 2000, as amended, in
which PIP proposed to finance up to $2.5 million dollars through the purchase of
convertible notes at eight percent interest (with an option to purchase up to $3
million dollars in additional notes).
On April 17, 2001, we resolved the dispute through settlement negotiations. In
exchange for dismissal of the pending litigation and releases of all claims
against all parties, we have agreed to the following: (a) cash payment of
$115,000, of which $70,000 was paid by check from persons other than us to PIP
and its affiliates, and the remaining balance of $45,000 is payable from us by
installments under a promissory note, which is secured by a Stipulated Entry of
Judgment for that amount; (b) 400,000 shares of common stock of WWWN to be
transferred to PIP and its affiliates; and (c) 1,000,000 warrants for the
purchase of 1,000,000 shares of free-trading stock.
Steve Menzies
- --------------
During the last quarter of fiscal year 2000, Steve Menzies lent us $125,000, to
be repaid with 8% interest, pursuant to an oral loan agreement. In order to pay
off the debt, we are currently negotiating a formal payment schedule, whereby we
will repay the debt, with a combination of cash and stock over a 6 to 8 month
period, depending on the selling price of the stock during that time. We are
currently negotiating our agreement with Mr. Menzies, and in anticipation of
that, we are registering up to 800,000 shares.
Mr. Maxik and Mr. Capporicci
- --------------------------------
We entered into separate oral consulting agreements with Mr. Maxik and Mr.
Capporicci early last year, whereby each of Mr. Maxik and Mr. Capporicci would
provide consulting services in exchange for 30,000 shares of stock and a monthly
payment of $1,500 plus reimbursement of expenses. Instead of the originally
agreed upon compensation, the parties have agreed that we will register up to
250,000 shares for issuance to each of Mr. Maxik and Mr. Capporicci, as full
compensation for services rendered to date.
-29-
Sinclair Davis Corporation
- ----------------------------
We entered into a marketing agreement with Sinclair Davis Corporation in
November 2000, which, by mutual agreement between the parties, was cancelled. In
full satisfaction of all amounts owed to Sinclair Davis for services already
rendered, the Company and Sinclair Davis have agreed to compensation in the
amount of 262,500 shares of free-trading stock, which is being registered under
this registration statement.
Universal Business Insurance, Inc.
- -------------------------------------
We executed a Share Purchase Agreement with Universal Business Insurance, Inc.
on March 30, 2001. Under this Agreement, we agreed to issue, register for free
trading and deliver 553,582 shares of common stock to Universal, in exchange for
payment of our premium owed for Director's and Officer's insurance coverage for
the period between March 13, 2001 and March 13, 2002. The amount of the
applicable premium was $66,429.83. Additionally, we granted Universal an option
to purchase an additional amount of 55,358 shares of common stock in the event
that our highest bid price on July 30, 2001 is less than $0.10 per share.
Feldhake, August & Roquemore LLP
- ------------------------------------
We have entered into a Share Purchase Agreement with our outside law firm,
Feldhake, August & Roquemore LLP. Under that agreement, we have issued 200,000
shares of common stock for a credit of $20,000 to be applied against our
outstanding balance with them.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the SEC's public reference room at the following
locations:
- Main Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549
- Regional Public Reference Room, 75 Park Place, 14th Floor, New York, New York
10007
- Regional Public Reference Room, Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511
You may obtain information on the operation of the SEC's public reference rooms
by calling the SEC at (800) SEC-0330.
-30-
We are required to file these documents with the SEC electronically. You can
access the electronic versions of these filings on the Internet at the SEC's web
site, located at http://www.sec.gov.
We have included this prospectus in our registration statement that we filed
with the SEC. The registration statement provides additional information that we
are not required to include in the prospectus. You can receive a copy of the
entire registration statement as described above. Although this prospectus
describes the material terms of contracts, agreements and other documents filed
as exhibits to the registration statement, you should read the exhibits for a
more complete description of the document or matter involved.
ITEM 13: INTERESTS OF NAMED EXPERTS AND COUNSEL
ACCOUNTANTS
The audited, consolidated financial statements of Worldwide Wireless Networks,
Inc. as of December 31, 1999 and 1998 and for the years then ended have been
included in reliance upon the reports of Chisholm & Associates, and the audited,
consolidated financial statements of Worldwide Wireless at December 31, 2000,
and for the year then ended, have been prepared by our management for inclusion
in this registration statement, and have also been included in our annual report
on Form 10-KSB filed with the Securities and Exchange Commission on April 2,
2001.
LEGAL MATTERS
The legality of the shares of common stock offered under this prospectus will be
passed upon for Worldwide Wireless by Feldhake, August & Roquemore LLP, 19900
MacArthur Boulevard, Suite 850, Irvine, California, 92612.
200,000 of the shares of our common stock being included in this registration
statement are being delivered to this law firm in consideration for a credit
against our existing account receivable with them. In the event that any
conflict of interest may develop in the future by reason of this firm being one
of our shareholders, they may have to withdraw from representing us in any
subsequent matters.
Some other matters involving Worldwide Wireless and described in this
prospectus, including matters involving our pending and threatened litigation,
have been passed upon by Thomas J. Rotert, formerly of the law firm of Schumann
& Associates, who served as General Counsel to Worldwide Wireless until earlier
this year. Mr. Rotert formerly served as our Secretary and Treasurer and was
also a member of our Board of Directors until his resignation on December 20,
2000.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for our common stock is The Depository Trust
Company.
-31-
AGENT FOR SERVICE
Our agent for service of process is Michael J. Morrison, Esq., 1495 Ridgeview
Drive, Suite 220, Reno, NV 89509.
ITEM 16: DESCRIPTION OF THE BUSINESS
WIRELESS NETWORK
We have the technical expertise to build and operate large scale wireless
networks without relying on an existing wire-based network, such as a telephone
network's copper lines. Our wireless network allows the user to connect to an
Internet service provider bandwidth via a radio modem. Typically a customer
relies on an incumbent local exchange carrier such as a telephone company's
copper wires or a cable company's television coaxial plant to provide the
physical means for the customer to connect to the Internet.
Our primary means of providing our wireless services is a wireless network
consisting of an operations center, centralized base stations known as
"points-of-presence", and distribution radios which connect to the end customer.
We currently operate a wireless network which has been operational for
approximately three years and covers an estimated 85% of Orange County,
California. Starting from December 31, 1999, we were providing wireless services
in Los Angeles County, California, but we are in the process of phasing out
these operations so that we can focus our efforts on enhancing our services and
business in Orange County, California. We currently rely on fifteen,
fully-operational POPs, which are generally located on the tops of tall
buildings. We negotiate long- term site licenses for each POP location.
The typical POP site consists of one indoor/outdoor equipment cabinet (62" H x
23" W x 34" D) and an array of four to eight small sectional antennas (42" H x
4" W). The sectional antennas can be painted any color to match existing
surroundings. There is no roof penetration, and once the system is installed
there are minimum inspections. We pay for all costs associated with the
installation and our unit requires a single phase 110 volt outlet for power.
As part of our network expansion and in the course of normal operations, we are
negotiating to expand our rights associated with the current POP locations as
well as acquire additional point-of-presence locations. Management believes that
the current market for these facilities is sufficient to meet our needs, and
that they are reasonably priced; however, the ability to acquire and maintain
these rights is, and will continue to be, a material factor in our success.
In general, our end customers must be within five miles of a POP and have
line-of-sight visibility between the POP and an antenna located at their
building. The five mile standard is based upon the equipment we use, existing
interference and equipment reliability. Other companies may use greater
-32-
distances from a POP, and we do as well, but we have adopted five miles as a
general guideline for our connections. Each end customer must install a rooftop
or window radio with an antenna. When the customer accesses the Internet, the
signal travels over its building's wiring or wireless network to the rooftop or
window antenna. The antenna sends the data signal to a nearby POP, where the
signal is communicated to our broadband switching center and then onto its final
destination.
Our wireless network has been designed to provide our customers with flexible,
rapidly-installed and reliable high-speed internet connectivity. For example,
during the Panasonic Shock Wave Beach Games in August of 1999 we established a
temporary wireless system which provided Internet access to the participants on
the beach. We are able to install the necessary equipment at a customer's
business within two to five days. Actual installation of a wireless system may
take as little as four hours. Installation and incorporation into our wireless
network can be accomplished as fast as within 48 hours following a signed
service order. This can be accomplished when we rely on installation scheduling
and preparation prior to contract signing. However, we generally plan for a
three week time period for completion of installation. We manage our network
traffic by using routing equipment that measures and controls packet flows (data
bundled for transmission) and we install equipment with performance levels that
meet or exceed those required by the customer.
Our wireless network is engineered to provide high reliability and wide area
coverage. We generally operate at a greater than 98% uptime. Our wireless
networks are capable of high speeds of 128 kbps through 100 Mbps speeds. Kbps
stands for Kilobits per second, and Mbps stands for megabits per second; the
number of bits per second is the industry standard of measurement of how fast
data can be transmitted over the Internet. Our wireless system and Digital
Subscriber Lines (which are enhanced copper lines that connect to a local
telephone company system and then directly to the Internet), provide connection
to the Internet at high speeds. Our wireless connections can provide
transmissions at greater speeds than a dial up connection. For example, a dial
up modem transmits at 28,000 to 56,000 bps; a T1 line (which is a dedicated
telephone cable with a bundle of twenty-four voice or data lines) transmits at
1.544 Mbps, and our wireless network transmits at a rate of 100 Mbps. These high
speed connections allow files, documents and voice transmissions to be
dispatched over the Internet in much shorter time periods.
We operate on a combination of licensed frequencies of 23 Ghz and unlicensed
frequencies in the 2.4 Ghz ISM bandwidth, 5.8 Ghz ISM bandwidth, and 5.2 Ghz
UNII bandwidth ranges. Ghz, (giga hertz) is a measurement of electromagnetic
energy which is equivalent to one "wave" or cycle per second. The bandwidth
range determines whether federal licensing is required. Some frequencies must be
licensed by the U.S. Federal Communications Commission, whereas unlicensed
frequencies are part of the radio spectrum that the general public may use for
personal radios. The licensing required is determined on a site-by-site basis,
depending on the distance and type of network link. Reliability is achieved
through redundant radio links and wired line back-up. Security is provided
through spread spectrum radio links and encryption, among other standard
security measures. Our radio modem transmits data by a microwave frequency which
changes 32 times a second. During our initial twelve months of operations we
experienced no significant weather interference, nor did we expect to, since the
low frequencies which we use are rarely affected by weather conditions (other
than hail). We are not sure how a wireless network in geographical areas with
more severe weather than Southern California would be affected, but management
does not believe that weather conditions will pose a significant factor to our
ability to provide high-quality wireless services.
-33-
PRINCIPAL SERVICES
High-speed Internet: We offer connections to the Internet at speeds from 128
- --------------------
kbps to 100 Mbps. This service provides always-connected, secure access for all
sizes of commercial businesses. These connections are primarily supported by our
wireless network with the balance of customers being served by DSL and leased
T-1 circuits. We enhance our service by balancing and distributing our traffic
across our upstream connections, which include Digital Broadcast Networks,
Savis, and Exodus networks. As of December 31, 2000, we had approximately 280
high-speed wireless customers.
Dial-up Internet Access: As of December 31, 2000, we did not provide Internet
- -------------------------
access to Internet users using dial-up connections. This service was previously
marketed to the general public throughout Orange County and to our commercial
customers to support work-at-home, remote server access, and other business
applications. As of August 31, 2000, we have divested our dial-up division
because we felt the cost of operating this service exceeded the revenue value it
did, or would in the future, provide to us.
Data Center Services: We offer web hosting, web site development and co-location
- --------------------
services to our customers. Our co-location service allows a customer located
outside our wireless network to physically place a computer connected to the
customer's network in a secure facility with a high-speed physical connection to
the Internet. As of December 31, 2000, we provided these services to
approximately 292 customers.
Network Consulting: We offer design and implementation services for private
- -------------------
wireless networks and consulting services to develop network hardware
components. As of December 31, 2000, we provided these services to
approximately 11 customers, representing 3% of our total revenues for that
fiscal quarter.
BUSINESS AND OPERATING STRATEGIES
Our historical sales have resulted from domestic operations primarily located in
Orange County, California. This area has a high concentration of
technology-oriented businesses that represent our prime targeted customers due
to their need for high-speed Internet access. By focusing our efforts on our
Orange County, California customer base, our management believes that we can
utilize our existing network assets, brand equity, central facilities,
administration, and technical resources to efficiently grow our business and
become profitable.
-34-
We generally work with our end customer when providing network access. We
believe that a direct customer relationship provides the opportunity for us to
cross-sell network products, improve customer satisfaction, and reduces the
chance of customer attrition. In May 1999, we created a direct sales force to
market and sell our products and services. This sales force markets our services
to businesses of all sizes within our network service area, and is supported by
our customer service, technical experts, and outbound telemarketing activities.
This direct sales activity is supplemented by telemarketing sales agents and
through customer referrals.
At the local level, we advertise in general print media and through publications
targeted at the information professional. During late 1999 we established an
e-commerce site, www.airwaveproducts.com, to sell wireless network equipment to
enterprise customers and Internet service providers. Although no revenues were
generated from this site during fiscal years 1999 and 2000, management believes
that in the future an increasing percentage of our revenues will be attributable
to the sale of products and services over the Internet.
Our backlog results from the difference in timing between a firm customer order
and the installation of all services ordered by the customer. In general, our
target interval for installation is three weeks. As of December 31, 2000, we
estimate that our revenue from contracts for services ordered but not yet filled
to be approximately $120,000, of which approximately $10,000 represents
recurring monthly revenue, and the rest represents one-time revenue from the
sale of equipment.
COMPETITION
Our market is crowded with companies which provide both wired and wireless
Internet networks and Internet access to businesses and individuals. We face
competition from existing network and Internet service providers, most of whom
have financial resources, brand recognition, work coverage, technical resources,
and sales forces much larger than ours. These providers may have substantial
financial and technical resources directed at the same markets served by us. As
a result, from time to time, we may need to adjust the pricing of our products,
expend more funds to acquire customers and may experience higher customer
attrition. In addition, we need to be able successfully to compete with the
larger and more established companies that already provide Internet service.
In the wireless market we compete with, among others, Teligent, Inc., Winstar
Communications, Inc., and NEXTLINK Communications, Inc., each of which offers
wireless directional, high-speed network services; Pacific Bell, AT&T, World
Com, Qwest, Cox Communications, Sprint and similarly situated telecommunications
companies, which offer Internet products as stand-alone products or in a bundle
with telecommunications, network services, or wide-area networking; and
companies like Covad and Rhythms Net Connections, which are representative of
service providers who provide high-speed network facilities primarily by using
state-of-the-art modems in conjunction with the facilities of incumbent local
exchange carriers.
Similarly, we compete with Time Warner, @Work, and other cable television
companies which have converted cable television coaxial lines to support
bi-directional, high-speed network services, and we also compete with
Internet-dedicated access companies, like Verio, Concentric, and Level 3, which
specialize in Internet protocol products that include data center services, web
hosting, virtual private networking, network consulting, and related products
and services.
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We compete with these companies in the areas of rapid installation, technical
performance, quality of customer service and price. We have the capacity to
deliver Internet service in 48 hours because at a minimum our service may only
require installation of a radio and antennae at a customer's site. Competing
technologies that rely on physical wiring may require 30 to 45 days for the
necessary wiring to be installed. We develop our networks primarily with our own
internal engineering expertise, and we believe the use of our own personnel
increases the uniqueness of our service and prevents direct copy by our
competition. Use of our own technical network configuration, radio technology,
and POP site implementations reduce costs and improve performance.
Although pricing is an important factor in our customers' purchase decisions, we
believe that customer relationships, customer service and consistent quality
will be the key to generating customer loyalty. During the past several years
management has observed market prices for network services declining, which is a
trend management believes will likely continue. As prices decline for any given
speed of service, we expect that our total number of customers will increase due
to more individuals and companies having access to, and deciding to use, these
services. As the total number of customers increase, the proportion of customers
purchasing our high-speed services, which are more expensive in comparison to
our other services, will increase because the cost to upgrade a customer's speed
is generally minimal.
Many of our competitors rely on existing networks of copper lines owned by third
parties. We believe these networks are facing increased demand from individuals
and businesses for new services at a reasonable cost. Our management believes
that elimination of reliance on third parties reduces our costs by eliminating
the expense of payments to these third parties for labor costs associated with
installation and costs of troubleshooting network problems. Further, we believe
that capital expenditures associated with constructing our wireless network are
substantially lower because we do not physically have to construct a wire
network.
PRINCIPAL SUPPLIERS
Our principal suppliers provide hardware and software that is incorporated into
our networks. While no single vendor represents a majority of capital spending,
network performance depends on the operation and support of these products. We
rely on third-party vendors for equipment, upstream bandwidth, operational
software, and product support. We currently rely on six vendors for our
equipment and four vendors for upstream bandwidth access. Our product
availability and network performance may be diminished when and if these
providers limit the availability of service, delay product, or deviate from our
expectations for performance. However, management believes these vendors could
be replaced within approximately 60 days should that become necessary in the
future. Our agreements with our customers typically require specific performance
on our part for financial, service, or operational actions, and any failure in
our performance due to a vendor's non-performance could result in penalties
and/or increased costs of operation for us. As is customary in the industry,
damages owed by a company for failure to provide bandwidth are generally limited
to service credits for the circuits affected.
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In November 1999, we entered into a contract to purchase wireless
telecommunications equipment from Adaptive Broadband Corporation. Pursuant to
the agreement we have committed to purchase 2,624 units, 5,120 units and 7,760
units during the first, second and third years of the agreement, respectively.
We terminated this agreement on February 15, 2001 and have returned equipment
that we acquired pursuant to the contract. This will result in a reduction both
in inventory and accounts payable of approximately $1,485,240 in the first
quarter of 2001.
TRADEMARK, LICENSE AND INTELLECTUAL PROPERTY
Our primary service mark in our service area of Orange County is Global Pacific
Internet, because the name Worldwide Wireless was not available to us as a
corporate name from the Secretary of State of California. We are currently
seeking trademark protection for both "Global Pacific Internet" and "Worldwide
Wireless Networks." To the extent we succeed in obtaining a federal trademark
for "Worldwide Wireless Networks," we may be able to enforce our right to use
that trademark as our corporate name in California, but there can be no
assurance that we will ever be able to do so. The success of our business
depends in part on brand recognition, trade secrets, network hardware, and
software which may be proprietary or purchased from third-parties. We rely upon
a combination of licenses, confidentiality agreements and other contractual
covenants, as well as the statutory protections of the California Trade Secrets
Act to establish and protect our technology and other intellectual property
rights. Although we do not believe that our intellectual property infringes on
the rights of any other party, third-parties may in the future assert claims for
infringement which may be successful and/or require substantial resources to
defend. Other than in California, we have no knowledge of any condition or
circumstance which would cause a conflict with our trademark or name in any
jurisdiction, although there can be no assurance that a condition or
circumstance of this type does not exist, or will not develop in the future.
(See: Risk Factors - Risks Relating to Our Business.)
As of December 31, 2000, we held twelve (12) FCC private operational fixed
microwave radio station licenses. (See "Government Regulations" below). These
licenses have a term of ten years, the first of which will expire in July 2009.
The importance of having FCC licenses to companies like ours is that it
establishes superior rights as against third parties to provide our services
using the frequencies and in the locations for which these licenses are granted.
We intend to continue to apply for these licenses as our business and operations
expand.
PRODUCT DEVELOPMENT
We conduct research and development as an incidental activity to our ordinary
operations. Therefore, we have not spent any material amount for research and
development during the past two fiscal years.
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In May of 1999 we entered into a joint venture with Bridge Technology, Inc.
Pursuant to the agreement, we agreed to provide our know-how and contributed
$50,000 toward the capitalization of Pacific Bridge Net, a subsidiary of Bridge
Technology. The mission of Pacific Bridge Net is to design, develop (patent and
copyright), market and sell various devices required to provide high speed
broadband wireless access to the Internet backbone infrastructure. We own a 20%
interest in the venture, and will have the right to sell any radio equipment
that is developed through the venture in the United States. As of December 31,
1999, the amount of this investment was reduced to $36,885, resulting from our
20% allocation of the losses reported by Pacific Bridge Net for fiscal year
1999. Pacific Bridge Net has finished an engineering prototype of a wireless
radio with a built-in firewall and integrated router (which may eliminate the
need for a proxy server or complicated network configuration), and has been
testing it for a period of approximately 12 weeks for reliability and stability
in real wireless network deployment. The formal agreement was terminated by
mutual consent as of July 1, 2000, however we continue to make sales of
equipment through Global Bridge E Net for use both in the U.S. and Asia.
GOVERNMENT REGULATION
At the federal level, the FCC has jurisdiction over the use of the
electromagnetic spectrum (i.e., wireless services) and has exclusive
jurisdiction over all interstate telecommunications services, that is, those
that originate in one state and terminate in another state. State regulatory
commissions generally have jurisdiction over intrastate communications, that is,
those that originate and terminate within the same state. Municipalities and
other local jurisdictions may regulate limited aspects of our business by, for
example, imposing zoning and franchise requirements and requiring installation
permits. We are also subject to taxation at the federal and state levels and may
be subject to varying taxes and fees from local jurisdictions.
A large portion of our wireless networks operate in a radio spectrum not
requiring licensing from the Federal Communications Commission under current
regulations. As an Internet service provider we are not currently directly
regulated by the FCC or the Public Utilities Commission of any state. However,
as required by law, we license frequency spectrum directly from the FCC for some
of the high-speed portions of our wireless network. Changes in current state or
federal law, or in the interpretation of existing law, may cause increased
regulation of our business or restrictions on the unlicensed radio spectrum
currently used in the wireless networks.
EMPLOYEES
We currently have a total of 25 full-time employees. These individuals bring us
expertise in various aspects of sales, engineering, customer service, finance
and network operations. The majority of our employees are based in Orange
County, California. We believe we have good relations with our employees, and
none are covered by any collective bargaining agreement.
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ITEM 17: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements, including all notes attached to these statements, which appear at
the end of this prospectus. In addition to historical information, the
discussion here and elsewhere in this prospectus contains some forward-looking
statements. These statements by their nature involve risks and uncertainties,
and should not be construed to imply any promise, certainty or likelihood that
these results or trends will necessarily continue in the future. Our actual
results in the future may differ significantly from those anticipated by these
forward-looking statements, due to many factors including those set out in the
"Risk Factors," "Business" and other sections of this prospectus.
Overview. Worldwide Wireless is a networking solutions company which provides
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high speed Internet access using our own wireless network, dial-up Internet
access, data center services and network consulting. Since April 1999 we have
undertaken large-scale commercial operations and have developed a commercial
customer base, a direct sales force and have expanded our wireless network. Our
primary market is currently Orange County, California, where we operate our
wireless network. We are currently in process of terminating operations in Los
Angeles County, California. Since inception we have operated at a net loss, due
primarily to our investment in expanding our network coverage. Management
believes that efforts to continue expansion will result in additional losses
from which recovery will be difficult. Therefore, we temporarily have
discontinued expansion efforts beyond our existing Orange County operations. We
plan to resume expansion efforts after we have established profitability in
Orange County, California. There can be no assurance that we will be able to
access either debt or equity capitalization in sufficient amounts or on
acceptable terms to continue to fund operations and continue growth of our
customer base. We have received a term sheet from one of our existing investors,
Esyon Corporation, indicating a willingness to provide additional debt and/or
equity capitalization as may be determined between us from time to time as our
financial needs arise. We are currently in the process of negotiating the terms
and conditions and expect to enter into an agreement with Eyson within the
second fiscal quarter of this year. Additionally, we have a $20,000,000 equity
line with Whitsend Investments Limited that may be utilized on an as-needed
basis with certain limitations. If we were unable to access this capital, or any
other capital for current operations, then we would be unable to continue our
operations.
Revenues. We generate revenues primarily through the sale of annuity-like
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service contracts with customers, the sale of equipment and installation of
wireless networks, and network consulting. We recognize revenues when services
are completed. Our revenues for the twelve months ended December 31, 1998,
December 31, 1999 and December 31, 2000 were $841,841, $1,980,203, and
$3,351,878, respectively, which represents a 69% increase for the twelve months
ended December 31, 2000. The increase in revenue for the twelve months ended
December 31, 1999 and 2000 are primarily attributable to an increase in the
number of wireless customers. We had approximately fifteen wireless customers at
December 31, 1998, one hundred and ninety customers at December 31, 1999, and
two hundred and eighty customers at December 31, 2000. In addition to the growth
in our wireless customer base, equipment sales increased from $30,243 for the
twelve months ended December 31, 1998 to $251,037 for the twelve months ended
December 31, 1999, and to $944,052 for the twelve months ended December 31,
2000, an increase of 276%. We believe that growth in revenue will come from
additional penetration in markets currently served by existing networks,
expansion of complimentary product lines to existing and new customers, and
geographic expansion using currently deployed technologies. We have spent, and
intend to continue to spend, significant resources on these activities.
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Cost of Sales. Our cost of sales consists of third-party network usage and
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other outsourced service costs; the cost of roof rights; and the cost of
equipment sold. Third-party network costs are expensed in the period when
services are rendered and are generally proportional to the number of customers.
Our total costs of sale for goods and services sold for the years ended December
31, 1998, 1999, and 2000 equaled $430,600, $972,802, and $2,292,996,
respectively, an increase of 134% between December 31, 1999 and December 31,
2000. The increase in our cost of sales for the twelve months ended December 31,
1999 and 2000 is relative to the increase in revenue generated from our growth
in wireless customers and equipment sales. We do not currently anticipate that
inflation will have a material impact on our results of operations in the near
future.
Sales and Marketing. Sales and marketing expenses include salaries, sales
- ---------------------
commissions, employee benefits, travel and related expenses for our direct sales
force, fees paid to third-party sales agents, marketing and sales support
functions. For the years ended December 31, 1998, December 31, 1999, and
December 31, 2000 our sales and marketing expense equaled $158,592, $616,022,
and $836,088, respectively. The increase in sales and marketing expense for the
twelve months ended December 31, 1999 and December 31, 2000 which was
attributable to expanding our sales department from two sales representatives at
December 31, 1998 to ten at December 31, 1999. In the fourth quarter of FY 2000,
management restructured the sales department by reducing the number of sales
representatives to six and eliminating the telemarketing group, as part of a
reorientation toward a concentration on the Orange County, California market and
tempering our Los Angeles expansion. During the first nine months of 2000, we
incurred more salary and commission expenses. In an effort to increase our
revenues, user base and brand awareness, we expect to increase significantly the
amount of spending on sales and marketing over the next year. Marketing costs
associated with increasing our user base, which to date have been minimal, are
expensed in the period incurred.
General and Administrative. General and administrative expenses include
- ----------------------------
salaries, employee benefits and expenses for our executive, finance,
depreciation of network equipment, technical staff costs, legal, and human
resources personnel. Investment in network equipment is related primarily to
geographic network expansion and incremental customer installations, which
result in increased depreciation expense in future periods. In addition, general
and administrative expenses include fees for professional services and occupancy
costs. Our general and administrative expenses were $455,126 for the year ended
December 31, 1998, $2,377,133 for the year ended December 31, 1999, and
$3,990,987 for the year ended December 31, 2000. This represents an increase of
$1,613,854 or 68% for the twelve months ended December 31, 2000. The increase in
general and administrative expense for the twelve months ended December 31, 1999
and December 31, 2000 are attributable to hiring additional personnel, incurring
more legal, professional and outside services as related to being a public
company, and increased depreciation expense due to continued expansion of our
network. We expect general and administrative expenses to increase in absolute
dollars as we continue to expand our administrative infrastructure to support
the anticipated growth of our business, including costs associated with being a
public company.
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Bad Debt Expense increased significantly for the year ended December 31, 2000 to
$207,343 from $40,317 for the year ended December 31, 1999, an increase of
$167,026 or 414%. As a percentage of sales, bad debt expense was 2.04% of sales
in fiscal 1999 and 6.02% of sales in fiscal 2000. Worldwide Wireless Networks'
customer base tends to be concentrated in the high tech and entrepreneurial
sectors, due to our value added pricing structure and the ease and timeliness of
installation. This sector of the economy was especially hard hit by the economic
slowdown and the failures of e-commerce companies. Management attributes most of
the increase in bad debt expense, above that which occurred due to our increased
revenue, to these economic problems.
To address these problems and minimize bad debt exposure, Management has
instated stricter credit standards and has increased marketing to more
established companies.
LIQUIDITY AND CAPITAL RESOURCES
Since Pacific Link's inception, it has financed its operations primarily through
the private placement of equity securities, loans, leasing arrangements,
cash-flow from operations and the merger completed with Worldwide Wireless in
April 1999. As of December 31, 2000 cash reserves totaled $121,329, and current
assets totaled $2,563,519.
Our current liabilities as of December 31, 2000 were $5,251,413 of which
$1,663,080 accounted for the current portion of our long-term liabilities
discussed above, and $3,099,153 is attributable to current accounts payable. We
anticipate a reduction of approximately $10,798 in the first quarter of 2001 due
to the expiration of capital lease obligations and $8,879 due to the maturity of
a note payable. Of the remaining current portion of long-term liabilities, one
note with outstanding principal of $130,403 requires monthly payments of $16,667
including interest; the other notes do not require payment until maturity.
Management is negotiating maturity extensions; however no assurances can be
given that such extensions will be achieved. We have paid interest rates ranging
from 15.5% to 32.5%, or an average of 21.7%, on these obligations as a new
company without a credit history. As of December 31, 2000, we had $1,100,000 in
long-term liabilities (other than the current portion of long-term liabilities
discussed above and reflected on our financial statement as a current
liability).
As of December 31, 2000, our principal commitments consisted of office,
roof-rights payments, and equipment leases. Future minimum principal payments on
notes payable were approximately $1,752,282. Future minimum capital lease
payments were $10,798 through 2001. Future minimum operating lease payments at
December 31, 2000 were $1,344,538 with payments due through the end of fiscal
years 2001 and 2002 for $463,953 and $404,014, respectively.
Interest expense consists primarily of interest accrued for notes payable
Interest expense increased 298% to $186,495 for the fiscal year 2000, which
represented an increase of $139,600 from interest expense of $46,895 for fiscal
year 1999. The increase was primarily attributable to the interest expense on
the $2,097,725 of additional long-term debt incurred during the twelve months
ended December 31, 2000 of which funds were used to continue expansion and
increase the customer base in our existing market.
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Net cash used to fund our operating activities for the year ended December 31,
2000 was $2,277,252 compared to $865,302 in funds utilized by operating
activities for the year ended December 31, 1999 which is an increase of 163%.
Net cash used for operating activities consisted primarily of net operating
losses and network asset purchases.
Net cash provided by our financing activities was $3,189,560 for the year ended
December 31, 2000, an increase of $1,159,889 from the $2,029,671 for the year
ended December 31, 1999. Net cash provided by financing activities was
attributable to the sale of debt and equity securities as described in the
Recent Transactions section below.
Our net loss for the fiscal year ended December 31, 2000 totaled $4,655,372 or
$.37 per share, compared to $2,051,252, or $.21 per share, for the fiscal year
ended December 31, 1999. As discussed above fiscal year 2000 was impacted by
costs associated with increases in the number of sales personnel, administrative
personnel, professional and consulting services, depreciation expenses and
losses associated in investments.
We expect to continue to incur significant capital expenditures in the future in
our current market of Orange County, including additions and enhancements to our
server and network infrastructure, software licenses and furniture, fixtures and
equipment. The actual amount of capital expenditures will depend on the rate of
growth in our user base and available resources, which is difficult to predict
and which could change dramatically over time. Technological advances may also
require us to make capital expenditures to develop or acquire new equipment or
technology.
Our primary business goals are to streamline operations, become self-sufficient
and establish profitability by focusing our services and efforts in Orange
County, California. After we are able to accomplish this, we will resume our
expansion plans.
Any future securities offerings will be effected through registered offerings,
or in compliance with applicable exemptions under federal and state laws. The
purchasers and manner of issuance will be determined according to our financial
needs and the terms available. After determination of the availability of debt
financing we may elect to offer securities and, accordingly, will determine the
type of offering or the type or number of securities which we will offer at that
time. However, we cannot assure that a future securities offering will be
successful. We have no plans to make a public offering of our common stock at
this time. We also note that each time if we issue more shares of our common
stock our shareholders will experience dilution in the percentage of ownership
of their common stock.
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During fiscal years ended December 31, 2000 and 1999, the company did not
generate positive cash flows. Based on our current capital position, we are
limited to expanding our network of services to customers located exclusively to
Orange County. We are currently reliant upon cash flows generated from
operations, which our management has determined are not adequate to maintain
current personnel and expansion levels for the next 12 months. As a result of
this inadequacy, our management has implemented a cost reduction plan that
mandates our elimination of some outside services and costs associated with
expansion. Management believes that the implementation of this cost reduction
plan will allow us to meet all of our debt and operational expense requirements.
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ITEM 18: DESCRIPTION OF PROPERTY
Our principal executive offices are located in the City of Orange, California,
where we lease 8,728 square feet of office space with roof rights for antennas.
We renewed the lease on March 30, 1999 and it will expire in 2004. The monthly
rent ranges from approximately $16,583 in the first year to $18,329 in the fifth
year. This office space is in good condition and satisfies our current space
needs.
We also lease one additional office space in Irvine, California, located at 8001
Irvine Center Drive. This is subleased to a computer consulting company for the
cost of the lease (which is approximately $4,021 per month). We opened a sales
office in Los Angeles County, California, comprising 1,993 square feet, located
at 5933 Century Boulevard, Los Angeles, CA. The lease for that office has a
five-year term, expiring in March 2005. Monthly rent there is $2,889.85 for the
first thirty months of the lease, escalating to $3,089.15 for the remainder of
our lease term.
ITEM 19: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Thomas Rotert, Esq., a former director of Worldwide Wireless, also used to serve
as our corporate secretary and treasurer. Mr. Rotert did not receive any
compensation for serving in these capacities, however his law firm, Schumann &
Associates, has been engaged to represent us as general legal counsel, for which
they have received compensation in cash as well as shares of our common stock.
All stock earned by Schumann & Associates was accrued monthly and accounted for
at its trading price at the end of each month, and were granted at the rate of
$10,000 worth of shares per month of service, until May 31, 2000, by which time
20,157 shares had been earned.
During 1999, we paid $15,000 to a shareholder for a note payable that was
outstanding from December 31, 1997. This amount was received as a loan to us on
a verbal basis from Ming Chan Yeung, Susan Shen's mother and also one of our
shareholders. The $15,000 was received by us in November 1997 and subsequently
paid off in April 1999. These funds were raised for purposes of meeting the
company's operating expenses.
During 1999, we paid $16,300 to a shareholder for a note payable that was
outstanding from December 31, 1998. This amount was received as a loan to us
from Zhi Gang Zhang a shareholder and outside consultant. The $16,300 was
received by us in July 1998 and subsequently paid off in April 1999. These funds
were raised for purposes of meeting our operating expenses.
During 1999, we received $75,000 from a shareholder for a note payable. As of
December 31, 1999, the balance due is $75,000. We received this amount in
exchange for two Promissory Notes from Andrew Taubman, a shareholder and outside
consultant. The first note dated August 6, 1999 was for $50,000, and the second
note dated September 22, 1999 was for $25,000. These funds were raised in
connection with our expansion efforts. They accrue interest at the rate of 10%
per year and are payable on demand.
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ITEM 20: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is traded over-the-counter and quoted on the Over the Counter
Electronic Bulletin Board under the symbol "WWWN." The following table
represents the range of the high and low bid prices of our stock as reported by
the NASDAQ Trading and Market Services for each fiscal quarter beginning with
the third quarter of 1997 and ending with the third quarter of 2000. These
quotations represent prices between dealers, may not include retail markups,
markdowns, or commissions, and may not necessarily represent actual
transactions.
Year Quarter High Low
------ --------------- ------ ------
1997 Third Quarter 0.25 0.125
Fourth Quarter 0.13 0.13
1998 First Quarter 0.125 0.10
1999 First Quarter 4.0 4.0
Second Quarter 6.0 0.40625
Third Quarter 4.75 2.875
Fourth Quarter 4.00 2.50
2000 First Quarter 9.56 4.50
2000 Second Quarter 7.85 3.19
2000 Third Quarter 3.56 0.85
2000 Fourth Quarter 1.69 0.25
2001 First Quarter 0.406 0.094
During 1997 and 1998 our market was sporadically and thinly traded. There was
no trading activity during the second, third and fourth quarters of 1998.
Trading activity increased in August of 1999. The price per share of companies
situated similarly to Worldwide Wireless have also exhibited extreme volatility
in response to company-specific information as well as general market
conditions. Shareholders should consider the possibility of the loss of the
entire value of their shares.
As of December 31, 2000, we had approximately 118 stockholders of record.
Management controls, directly and beneficially, 5,574,000 of our outstanding
shares, representing approximately 38.4% of all shares outstanding. We have
1,225,000 common shares subject to the exercise of warrants. Approximately
8,400,000 shares of our outstanding common stock are subject to the resale
limitations of Rule 144. We may have 442,500 to 1,092,500 common shares
subject to options pending the resolution of (See "Disputed Beneficial
Ownership," page 24).
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ITEM 21: EXECUTIVE COMPENSATION
The following table shows compensation of our executive officers for our last
completed fiscal year.
Summary Compensation Table
Annual Compensation
Name and
Principal Position Annual Salary Annual Salary Projected Annual
for FY 1999 for FY 2000(1,2) Salary for FY 2001(3)
Jack Tortorice
Director $98,000(4) $140,000 N/A
Charles C. Bream III $0(2) $140,000(5) $0
Thomas J. Rotert $0 $58,125(6) $0
Jerry Collazo
Chief Financial Officer N/A $60,000 $130,000
(1) This column represents actual compensation earned through the date of this
prospectus, and projected amounts to be earned during the remaining portion
of this fiscal year on an annualized basis.
(2) No member of our executive management has received any bonus or other
special compensation other than the options described in this prospectus.
None is expected to be given in the foreseeable future.
(3) This column represents management's best estimate of what executive
compensation may be during fiscal year 2001, at current levels and assuming
no material changes in our executive management team during that period.
(4) Mr. Tortorice's employment contract called for an annual salary of $150,000
for FY 2000. He resigned from his position as Chief Executive Officer on
January 4, 2001, and the Company paid $18,750 to Mr. Tortorice from January
to March 2001 as salary for services rendered in the year 2000.
(5) Mr. Bream resigned as President of Worldwide Wireless on October 5, 2000,
at which time he received options to purchase 392,500 shares of common
stock as part of his Separation Agreement with Worldwide Wireless.
(6) Mr. Rotert resigned as our Director, Treasurer and Secretary effective
December 20, 2000. Prior to that date he received 25,000 shares of common
stock for services valued at $58,125.
Compensation of Directors
We do not have any standard arrangement for compensation of our directors for
any services provided as director, including services for committee
participation or for special assignments.
Employment Contracts
On January 1, 2000, we entered into an employment agreement with Mr. Bream to
serve as President and Chief Operating Officer for an initial term of five
years, terminating on December 31, 2004. Mr. Bream resigned from this position
effective October 5, 2000. Under the terms of a Separation Agreement we
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entered into with Mr. Bream at that time, he is entitled to a severance
package of six months compensation, payment for his accrued but unused vacation
benefit, an allowance for medical and dental benefits and 2 options to purchase
392,500 shares of our common stock for $3.00 per share. These options expire
on January 1, 2010.
On July 17, 2000, we entered into an employment agreement with Mr. Collazo to
serve as the Chief Financial Officer for an initial term of three years,
terminating on July 17, 2003. However, the agreement automatically renews for
one year successive terms after the initial term. Mr. Collazo receives a
salary of $130,000 per year and may receive a bonus up to 35% and he received
an option to purchase 300,000 shares of stock at $3.00 per share vesting
ratably over a period of two years. He will also be reimbursed for expenses
incurred on our behalf. Mr. Collazo or Worldwide Wireless may terminate the
agreement by giving 30 days notice.
1999 Stock Option Plan
On August 13, 1999, Worldwide Wireless established an Employee Stock Ownership
Plan. The Plan covers both current and prospective employees, consultants and
directors. Executive officers and employees are covered under the provisions
governing the incentive stock options, and consultants will be covered under
the provisions governing the nonstatutory stock options.
The exercise price for each option is established by our Board of Directors.
The exercise price per share for a qualified incentive stock option cannot be
less than the fair market value of a share of stock on the date the option is
granted. The exercise price per share for a non-qualified stock option cannot
be less than 85% of the fair market value of a share of stock on the date the
option is granted.
As of December 31, 2000, there were 895,911 options granted, of which 337,154
options are vested. In accordance with FASB No. 123, we are not required to
recognize compensation when the options vest since the exercise price for all
the options granted were at fair market value on the date of the grant. No
options are exercisable after the expiration of 10 years after the date
they are granted. We may also issue options other than under our stock option
plan.
-47-
ITEM 22: FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Worldwide Wireless Networks, Inc. Audited Consolidated Financial Statements
dated December 31, 1999 and December 31, 1998.
PAGE
Independent Accountants Report F-2
Consolidated Balance Sheets F-4 - F-5
Consolidated Statement of Operations F-6
Consolidated Statement of Stockholders' Equity F-7
Consolidated Statement of Cash Flows F-8 - F-9
Notes to Financial Statements F-10 - F-20
Worldwide Wireless Networks, Inc. Audited Consolidated Financial Statements
dated December 31, 2000 and December 31, 1999.
PAGE
Independent Auditor's Report F-23
Consolidated Balance Sheets F-24 - F-25
Independent Auditor's Report F-21
Consolidated Balance Sheets F-23 - F-24
Consolidated Statement of Operations F-25
Consolidated Statement of Stockholders' Equity F-26 - F-27
Consolidated Statement of Cash Flows F-29 - F-30
Notes to Consolidated Financial Statements F-31 - F-__
Consolidated Statement of Cash Flows F-28 - F-29
Notes to Consolidated Financial Statements F-30 - F-43
F - 1
Worldwide Wireless Networks, Inc.
(Formerly Pacific Link Internet, Inc.)
Consolidated Financial Statements
December 31, 1999 and 1998
Independent Accountants Report
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
Office (801) 363-1175
Fax (801) 363-0615
To the Board of Directors and Stockholders
We have audited the accompanying consolidated balance sheets of Worldwide
Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) as of
December 31, 1999 and 1998 and the related consolidated statements of
operations, stockholders' equity and cash flows for the years then
ended and from inception on August 1, 1997 through December 31, 1997.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Worldwide
Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) as of
December 31, 1999 and 1998 and the results of its operations and cash
flows for the years then ended and from inception on August 1, 1997
through December 31, 1997 in conformity with generally accepted
accounting principles.
Salt Lake City, Utah
February 18, 2000
F - 2
The accompanying notes are an integral part of these financial statements
Worldwide Wireless Networks, Inc.
(formerly Pacific Link Internet, Inc.)
Consolidated Financial Statements
December 31, 1999 and 1998
Worldwide Wireless Networks, Inc.
Consolidated Balance Sheets
F - 3
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORKS, INC.
Consolidated Balance Sheets
ASSETS
------
December 31
1999 1998
----------- ----------
CURRENT ASSETS
Cash and Cash Equivalents (Note 1) $ 136,311 $ -
Accounts receivable (net of allowance for
doubtful accounts of $20,000 and
$2,200, respectively) 165,091 29,340
Employee advance 3,000 -
Inventory 129,861 -
Prepaid Expenses 18,912 -
----------- ----------
Total Current Assets 453,175 29,340
----------- ----------
PROPERTY & EQUIPMENT (Note 1)
Office equipment 103,231 28,833
Leased equipment 177,653 209,751
Machinery equipment 1,109,524 226,878
----------- ----------
1,390,408 465,462
Less:
Accumulated depreciation - leased equipment (165,255) (130,111)
Accumulated depreciation (282,495) (28,491)
----------- ----------
Total Property & Equipment 942,658 306,860
----------- ----------
OTHER ASSETS
Investments (Note 3) 36,885 -
Deferred Charges (Note 1) 21,984 10,428
Deposits 36,197 15,184
----------- ----------
Total Other Assets 95,066 25,612
----------- ----------
TOTAL ASSETS $1,490,899 $ 361,812
=========== ==========
F - 4
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Consolidated Balance Sheets continued
LIABILITIES AND STOCKHOLDERS' EQUITY
---------------------------------------
December 31
1999 1998
------------ ----------
CURRENT LIABILITIES
Bank overdrafts $ - $ 4,092
Accounts payable 655,485 522,337
Accrued expenses 83,933 -
Lines of credit (Note 5) 89,323 98,471
Unearned revenue (Note 1) 102,356 23,542
Current portion of long-term liabilities (Note 4) 665,355 102,517
------------ ----------
Total Current Liabilities 1,596,452 750,959
------------ ----------
LONG TERM LIABILITIES (Note 4)
Unearned Revenue (Note 1) - 17,948
Notes payable (Note 4) 562,245 9,277
Notes payable-related party (Note 4) 75,000 31,300
Capital lease obligations (Note 4) 30,340 88,190
Less current portion (665,355) (102,517)
------------ ----------
Total long term Liabilities 2,230 44,198
------------ ----------
TOTAL LIABILITIES 1,598,682 795,157
------------ ----------
STOCKHOLDERS' EQUITY
Common stock, 50,000,000 shares
of $.001 par value authorized,
11,799,988 and 7,000,000 shares issued
and outstanding 11,800 7,000
Additional paid in capital 2,415,345 98,145
Retained earnings (2,534,928) (483,676)
Officer receivables - (54,814)
------------ ----------
Total Stockholders' Equity (107,783) (433,345)
------------ ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 1,490,899 $ 361,812
============ ==========
F - 5
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORKS, INC.
Consolidated Statements of Operations
From
inception on
For the years August 1,1997
ended through
December 31 December 31
1999 1998 1997
-------------- ------------- -------------
REVENUES $ 1,980,203 $ 841,841 $ 271,841
COST OF SALES 972,802 430,600 189,382
-------------- ------------- -------------
GROSS PROFIT 1,007,401 411,241 _ 82,459
-------------- ------------- -------------
SELLING EXPENSES 616,022 158,592 68,827
BAD DEBT EXPENSE 40,317 94,861 15,657
GENERAL &
ADMINISTRATIVE EXPENSES 2,377,133 455,126 138,939
-------------- ------------- -------------
TOTAL OPERATING EXPENSES 3,033,472 708,579 223,423
-------------- ------------- -------------
OPERATING INCOME (LOSS) (2,026,071) (297,338) (140,964)
-------------- ------------- -------------
OTHER INCOME
AND (EXPENSES)
Loss on investment (13,115) - -
Miscellaneous income 34,829 19,410 6,163
Interest expense (46,895) (51,455) (18,692)
-------------- ------------- -------------
Total Other Income
and (Expenses) (25,181) (32,045) (12,529)
-------------- ------------- -------------
INCOME (LOSS)
BEFORE INCOME TAXES (2,051,252) (329,383) (153,493)
PROVISION FOR
INCOME TAXES (Note 1) - 800 -
-------------- ------------- -------------
NET INCOME (LOSS) $ (2,051,252) $ (330,183) $ (153,493)
============== ============= =============
NET INCOME (LOSS) PER SHARE $ (.21) $ (.05) $ (.03 )
============== ============= =============
WEIGHTED AVERAGE
OUTSTANDING SHARES 9,883,325 6,440,000 5,880,000
============== ============= =============
F - 6
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORKS, INC.
Consolidated Statements of Stockholders' Equity
From inception on August 1, 1997 through December 31, 1999 and 1998
Common Stock Additional Retained
------------------- Paid in Earnings
Shares Amount Capital (Deficit)
---------- ------- ----------- ------------
Balance at inception on
August 1, 1997 - $ - $ - $ -
Shares issued to organizers for cash 5,880,000 5,880 (3,380) -
Net income (loss) for the period
ended December 31, 1997 - - - (153,493)
---------- ------- ----------- ------------
Balance on December 31, 1997 5,880,000 5,880 (3,380) (153,493)
Shares issued for cash 1,120,000 1,120 101,525 -
Net income (loss) for the year
ended December 31, 1998 - - - (330,183)
---------- ------- ----------- ------------
Balance on December 31, 1998 7,000,000 7,000 98,145 (483,676)
April 1, 1999 - Reverse acquisition
and reorganization adjustment 4,199,988 4,200 995,800 -
April 2, 1999 - Stock issued for cash
and services valued at $2.00 per share 400,000 400 799,600 -
June 1999 Warrants issued for services - - 122,000 -
December 1999 - Stock issued for
cash at $2 per share 200,000 200 399,800 -
Net income (loss) for year ended
December 31, 1999 - - - (2,051,252)
---------- ------- ----------- ------------
Balance on December 31, 1999 11,799,988 $11,800 $2,415,345 $(2,534,928)
========== ======= =========== ============
F - 7
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORKS, INC.
Consolidated Statements of Cash Flows
From inception
For the years on August 1,
ended 1997 through
December 31 December 31,
1999 1998 1997
------------- ------------- -------------
Cash Flows From Operating Activities
Net income (loss) $ (2,051,252) $ (330,183) $ (153,493)
Non-cash items:
Depreciation & amortization 321,246 97,736 26,362
Bad debt - 94,836 15,657
Loss on investment 13,115 - -
Stock and warrants issued for services 822,000 - -
(Increase)/decrease in current assets:
Accounts receivable (135,751) (17,401) (14,114)
Accounts receivable-related party 54,814 (39,486) (18,853)
Employee advance (3,000) - -
Prepaid expenses (18,912) 3,263 (3,263)
Deferred charges (11,556) (10,428) -
Inventory (129,861) - -
Increase/(decrease) in current liabilities:
Bank overdraft (4,092) 4,092 -
Accounts payable 133,148 336,665 128,317
Accrued expenses 83,933 - -
Unearned revenue 60,866 41,490 -
------------- ------------- -------------
Net Cash Provided (Used)
by Operating Activities (865,302) 180,584 (19,387)
------------- ------------- -------------
Cash Flows from Investing Activities
Purchase of property and equipment (957,045) (187,411) (57,269)
Cash paid for deposits (21,013) (6,113) (9,071)
Cash paid for Investments (50,000) - -
------------- ------------- -------------
Net Cash Provided (Used)
by Investing Activities (1,028,058) (193,524) 66,340)
------------- ------------- -------------
F - 8
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORKS, INC.
Consolidated Statements of Cash Flows (continued)
Cash Flows from Financing Activities
Advances on line of credit 98 3,860 54,719
Cash paid on line of credit (9,246) - -
Cash from sale of stock 500,000 72,645 32,500
Cash received from debt financing 633,468 - 35,000
Principal payments on long-term debt (94,649) (64,519) (35,538)
Cash received in merger with Worldwide 1,000,000 - -
------------- ------------- -------------
Net Cash Provided (Used)
by Financing Activities 2,029,671 11,986 86,681
------------- ------------- -------------
Increase/(decrease) in cash 136,311 (954) 954
Cash and Cash Equivalents
at Beginning of Period - 954 -
------------- ------------- -------------
Cash and Cash Equivalents
at End of Period $ 136,311 $ - $ 954
============= ============= =============
Supplemental Cash Flow Information:
Cash paid for interest $ 28,119 $ 61,725 $ 8,422
Cash paid for income taxes $ - $ - $ -
Non-cash financing transaction:
Purchase of equipment
with lease obligations $ - $ 24,784 $ 184,967
Stock and warrants issued for services $ 822,000 $ - $ -
F - 9
The accompanying notes are an integral part of these financial statements
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
The audited financial statements presented for December 31, 1999 and
1998, are those of Worldwide Wireless Networks, Inc. (formerly Pacific Link
Internet, Inc.) (The Company). The Company was incorporated under the laws
of the State of California on September 22, 1997, however operations began
on August 1, 1997. The Company provides wireless internet access to
business and individuals. The Company's headquarters are located in Orange,
California.
On April 1, 1999 the Company merged with Worldwide Wireless Networks,
Inc. (Worldwide) a public company with no operations, and assumed the name
of Worldwide Wireless Networks, Inc. Pursuant to the merger, Pacific Link
ceased to exist and Worldwide became the surviving corporation. Worldwide
was organized in the State of Nevada on June 10, 1992. Worldwide recently
raised $1,000,000 in anticipation of the merger, and provided this as the
only asset to the newly combined organization. The merger was treated as a
reverse merger for accounting purposes, therefore the December 31, 1999
period is consolidated and the December 31,1998 and 1997 is that of the
accounting acquirer (Pacific Link Internet, Inc.) only.
b. Recognition of Revenue, Deferred Charges, Unearned Revenue
The Company recognizes income and expense on the accrual basis of
accounting. During 1998 and 1999, the Company entered into various sales
agreements whereby, a third party financial institution pays a factored
sales amount to the Company for sales contracts received from customers
with terms of 1 to 3 years. The Company has deferred the revenue on these
contracts to be recognized over the time of the contract. Unearned revenue
has been established on the books in order to defer the revenues received
from the third party on these contracts. The corresponding factoring fee
has been deferred as an asset called "deferred charges" and is also
recognized over the life of the contract. All other sales are recorded when
the services are completed.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements. The 1998 and 1997 weighted average shares have been retroactively
restated for the stock split treatment of the reverse merger for comparability
purposes. Fully diluted earnings per share has not been presented, because the
earnings per share is the same. Warrants to purchase 400,000 common shares and
employee stock options have been eliminated in the fully diluted earnings per
share due to their anti-dilutive effect.
F - 10
The accompanying notes are an integral part of these financial statements
NOTE 1 - Summary of Significant Accounting Policies (continued)
d. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating
loss carryforwards totaling approximately $2,535,000 that will be offset
against future taxable income. These NOL carryforwards begin to expire in
the year 2013. No tax benefit has been reported in the financial statements
because the Company has yet to generate taxable income.
Deferred tax assets and the valuation account is as follows at
December 31, 1999 and 1998:
Deferred tax asset: 1999 1998
---------- ----------
NOL carrryforward $ 861,900 $ 163,000
Valuation allowance (861,900) (163,000)
---------- ----------
Total $ - $ -
========== ==========
e. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
f. Property and Equipment
Expenditures for property and equipment and for renewals and
betterments, which extend the originally estimated economic life of assets
or convert the assets to a new use, are capitalized at cost. Expenditures
for maintenance, repairs and other renewals of items are charged to
expense. When items are disposed of, the cost and accumulated depreciation
are eliminated from the accounts, and any gain or loss is included in the
results of operations. Assets are reviewed by management annually for
impairment and are written down to fair market value if impairment exists.
The provision for depreciation is calculated using the straight-line
method over the estimated useful lives of the assets. Useful lives of
assets are as follows: Computer and wireless network equipment - 3 years;
DSL equipment - 1 year; Furniture and fixtures - 7 years; Office equipment
- 5 years. Depreciation expense for the period ended December 31, 1999,
1998 and 1997 is $321,246, $97,736 and $26,362, respectively.
F - 11
The accompanying notes are an integral part of these financial statements
NOTE 2 - Related Party Transactions
During 1999, the Company paid $16,300 to a shareholder for a note
payable which was outstanding from December 31,1998.
During 1999, the Company paid $15,000 to a shareholder for a note
payable which was outstanding from December 31, 1997.
During 1999, the Company received $75,000 from a shareholder for a
note payable. As of December 31, 1999, the balance due is $75,000.
NOTE 3 - Investment
In April 1999, the Company entered into an agreement with Bridge
Technology, Inc., wherein the Company contributed $50,000 for a 20%
interest in Pacific Bridge Net (PBN). In addition to the capital
contribution, the Company was to provide consulting services to PBN for
$50,000.
As of December 31, 1999, the investment has been reduced from $50,000
to $36,885 due to the Company's 20% share of the $65,575 loss reported by
PBN. The Company uses the equity method of accounting for this investment.
NOTE 4 - Long-Term Liabilities
Long Term Liabilities are detailed in the following schedules as of
December 31, 1999 and 1998:
Notes payable is detailed as follows: 1999 1998
-------- --------
Note payable to an individual, payments due
monthly of $500 through July 2000, bears
interest at 7%, secured by equipment and
other assets. 3,777 9,277
Note payable to a corporation, payments due
monthly of $5,457 until paid in full, bears
interest at 12%, unsecured note 58,468 -
Note payable to a corporation, no monthly
payment, matures March 2000, bears interest
at 11%, guaranteed by an officer of the
Company and secured by business assets 500,000 -
-------- --------
Total Notes Payable 562,245 9,277
-------- --------
F - 12
The accompanying notes are an integral part of these financial statements
NOTE 4 - Long-Term Liabilities (continued)
Total Notes Payable 562,245 9,277
-------- --------
Notes payable related party is detailed as follows:
Note payable to a shareholder, non interest
bearing, due upon demand, unsecured note $ - $ 15,000
Note payable to a shareholder, non interest
bearing, due upon demand, unsecured note - 16,300
Note payable to a shareholder, no monthly
payment, payable on demand, bears interest
at 10%, unsecured note 25,000 -
Note payable to a shareholder, no monthly
payment, payable on demand, bears interest
at 10%, unsecured note 50,000 -
-------- --------
Total notes payable - related party 75,000 31,300
-------- --------
Capital lease obligations are detailed
in the following schedule as of
December 31, 1999 and 1998:
1999 1998
-------- --------
Capital lease obligation to a corporation
for antenna equipment, lease payments due
monthly of $710 through January 2001,
bears interest at 19.7%, secured by antenna
equipment. $ 8,815 $ 13,790
Capital lease obligation to a corporation
for wireless equipment, lease payments due
monthly of $175 through May 2001,
bears interest at 18%, secured by
wireless equipment. 2,743 4,091
Capital lease obligation to a corporation
for wireless equipment, lease payments due
monthly of $1,244 through October 2000,
bears interest at 15.5%, secured by wireless
equipment. 17,567 23,689
F - 13
The accompanying notes are an integral part of these financial statements
NOTE 4 - Long-Term Liabilities (continued)December 31
1999 1998
-------- --------
Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $1,248 through December 1999, bears
interest at 32.5%, secured by equipment. 1,215 12,644
Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $841 through October 1999, bears
interest at 17%, secured by equipment. - 7,792
Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $721 through January 2000, bears
interest at 19.4%, secured by equipment. - 8,388
Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $545 through August 1999, bears
interest at 19.2%, secured by equipment. - 3,582
Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $997 through December 1999, bears
interest at 24.1%, secured by equipment. - 10,532
Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $680 through January 1999, bears
interest at 24.1%, secured by equipment. - 667
Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $338 through July 1999, bears
interest at 19.1%, secured by equipment. - 2,219
Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $205 through April 1999, bears
interest at 15.2%, secured by equipment. - 796
-------- --------
Total Lease Obligations 30,340 88,190
-------- --------
F - 14
The accompanying notes are an integral part of these financial statements
NOTE 4 - Long-Term Liabilities (continued) December 31
1999 1998
-------- --------
Total long term liabilities 667,585 128,767
Less current portion of:
Notes payable 562,245 5,526
Notes payable - related party 75,000 31,300
Capital lease obligations 28,110 65,691
-------- --------
Total current portion 665,355 102,517
-------- --------
Net Long Term Liabilities $ 2,230 $ 26,250
======== ========
Future minimum principal payments on notes payable are as follows at
December 31, 1999:
2000 637,245
--------
Total notes payable $637,245
========
Future minimum lease payments are as follows at December 31, 1999:
2000 32,626
2001 1,585
--------
Less portion representing interest 3,871
--------
Total $ 30,340
========
NOTE 5 - Lines of Credit
The Company has three lines of credit with three banks with total
credit of $106,000. The average interest rate is 11.75%. The balances due
at December 31, 1999 and 1998 were $89,323 and $98,471, respectively.
NOTE 6 - Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reporting period.
In these financial statements, assets, liabilities, revenues and expenses
involve reliance on management's estimates. Actual results could differ
from those estimates.
F - 15
The accompanying notes are an integral part of these financial statements
NOTE 7 - Commitments and Contingencies
The Company has an operating lease for office space. Monthly lease
payments are due of $2,549 for sixty months starting May 1, 1998 and ending
April 30, 2003.
The Company has an operating lease for antenna space on a roof. The
agreement calls for monthly payments of $350 the first six months, $450 the
next six months, and $500 for the remaining 48 months of the sixty-month
contract. The lease began on September 15, 1998 and ends on August 31,
2003.
The Company has an operating lease for office space. Monthly lease
payments are due of $4,021 for sixty months starting October 15, 1998 and
ending September 30, 2003.
The Company has an operating lease for office space. Monthly lease
payments are due of $10,083 and the lease expires in March 2004.
The Company has an operating lease for roof space. Monthly lease
payments are due of $250 for sixty months starting September 15, 1998 and
ending August 31, 2003.
The Company has an operating lease for roof space. Monthly lease
payments are due of $300 for sixty months starting November 16, 1998 and
ending October 31, 2003.
The Company has an operating lease for roof space that could
potentially secure up to three antennas. The agreement calls for minimum
monthly payments for the initial antenna of $1,000 the first twelve months,
$1,050 the next twelve months, $1,103 the following twelve months, $1,158
the next twelve months, and $1,216 for the remaining twelve months of the
sixty-month contract. Each additional antenna (limit of three total) will
require monthly payments of $750 the first twelve months, $788 the next
twelve months, $827 the following twelve months, $868 the next twelve
months, and $912 the remaining twelve months. The lease began on October 1,
1998 and ends on September 30, 2003.
The Company has an operating lease for roof space. Monthly lease
payments are due of $1,300 for use of a one directional antenna or $1,300
for use of a four directional antenna for sixty months starting October 1,
1998 and ending September 30, 2003.
The Company has an operating lease for roof space. Monthly lease
payments are due of $250 for thirty-six months starting December 2, 1998
and ending November 30, 2001.
F - 16
The accompanying notes are an integral part of these financial statements
NOTE 7 - Commitments and Contingencies (continued)
The Company has an operating lease for roof space. Monthly lease payments
are due of $200 for thirty-six months starting August 1, 1999 and ending
July 31, 2002.
The Company has an operating lease for roof space. Monthly lease payments
are due of $300 for thirty-six months starting April 1, 1999 and ending
March 31, 2004.
2000 $ 264,836
2001 265,473
2002 263,134
2003 216,578
2004 33,153
----------
Total $1,043,174
==========
The Company is obligated under employment contracts to officers of the
Company through December 31, 2003, for $110,000 total compensation per
year.
The Company has an investor group committed to providing capital for
the Company's continued expansion and operations. If this funding source
did not provide the necessary capital needed, the Company would need to
find additional sources of funding, or cut back on the expansion process to
maintain operations.
In November 1999, the Company entered into a purchase agreement with
Adaptive Broadband Corporation(Adaptive). The Company has agreed to
purchase wireless telecommunications equipment from Adaptive.
Details of the agreement are as follows:
Unit Prices
Subscriber Access
Time Frame Quantity Commitment Units Points
0-12 months after 2,624 units $1,675,000 $2,075,000
effective date
13-24 months after additional 5,120 units $1,250,000 $1,650,000
effective date
25-36 months after additional 7,760 units $1,000,000 $1,400,000
F - 17
The accompanying notes are an integral part of these financial statements
NOTE 8 - Employee Stock Option Plan
On August 13, 1999, the Company established an Employee Stock
Ownership Plan (the Plan). The Plan covers both current and prospective
employees, consultants and directors. Employees will be covered under the
Incentive Stock Option and consultants will be covered under the
Nonstatutory Stock Option.
The exercise price for each option shall be established by the Company
Board of Directors. The exercise price per share for an Incentive Stock
Option cannot be less than the fair market value of a share of stock on the
effective grant date. The exercise price per share for a Nonstatutory Stock
Option cannot be less than 85% of the fair market value of a share of stock
on the effective date of the option.
As of December 31, 1999, there are 326,175 options granted, of which
33,216 are vested. Per FASB 123, the Company is not required to recognize
compensation when the options vest since exercise price for all the options
granted were at fair market value on the date of grant. No options are
exercisable after the expiration of 10 years after the effective grant
date. The maximum number of shares to be issued under the plan is
1,000,000.
A summary of the option activity follows:
Options Available for Options Outstanding Weighted Average
Grant Exercise Price
- --------------------- --------------------- ------------------- ----------------
Granted 1,000,000 326,175 3.00
Exercised 0 0 0
Cancelled / Forfeited 0 0 0
Balances, 12/31/99 1,000,000 326,175 3.00
Pro forma information regarding net income and earnings per share is
required by SFAS No. 123. This information is required to be determined as if
the company had accounted for its employee stock options granted during the year
under the fair value method of that statement. The fair value of options granted
in 1999 reported below has been estimated at the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions:
Expected life (in years) 10
Risk-free interest rate 6.0%
Volatility 50%
Dividend yield 0%
F - 18
The accompanying notes are an integral part of these financial statements
NOTE 8 - Employee Stock Option Plan (continued)
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting periods. The
company's pro forma information follows:
1999 1998
----------- ---------
Pro forma net income (2,120,000) (330,183)
Pro forma basic earnings per share (.22) (.05)
NOTE 9 - Reverse Acquisition and Reorganization
Effective April 1, 1999, Pacific Link Internet, Inc. (Pacific) (a
private company) was acquired by Worldwide Wireless Networks, Inc.
(Worldwide) (a public company). Worldwide issued 7,000,000 shares to the
shareholders of Pacific in exchange for all shares of Pacific, thus making
it a wholly owned subsidiary of Worldwide. The agreement provides for the
acquisition to be treated as a reverse acquisition, thus making Pacific the
accounting survivor. Because the historical financial information in these
financial statements prior to the reverse acquisition (April 1, 1999) is
that of the accounting acquirer (Pacific), a forward stock split of 14 for
1 has been retroactively applied to show the effects of the 7,000,000 share
issuance as though it happened ratably since inception of Pacific. The
management of Worldwide resigned and the management and board of Pacific
filled the vacancy.
In January 1999, $1,000,000 was advanced to the Company from investors
as an investment. Of the 4,199,988 shares issued, 200,000 post merger
shares were issued to the investors in relation to the $1,000,000
investment.
NOTE 10 - Warrants
In June 1999, the Company issued warrants to purchase common stock at
various prices for services. The fair value of the warrants were determined
using the Black-Scholes option pricing model with the following
assumptions: risk free interest rate of 7%; warrant life of 5 years;
volatility of 25% with no dividend yield. The Company recorded expenses of
$122,000 in connection with the warrant issuance. No warrants were
exercised at December 31, 1999 and the following are outstanding:
Warrants Exercise Price
-------- ---------------
100,000 $3.00 per share
100,000 4.00 per share
200,000 5.00 per share
---------
400,000
=========
F - 19
The accompanying notes are an integral part of these financial statements
NOTE 11 - Subsequent Events
On February 10, 2000, the Company entered an agreement to acquire all
outstanding stock of Tarrab Capital Group, a Nevada corporation, with the
issuance of 5,000 shares of the Company. Tarrab is an inactive public
company with no assets and no revenues or operations for the year ended
December 31, 1999.
NOTE 12 - Stockholders' Equity Transactions
During 1998, the Company issued 1,120,000 shares of common stock at
$.10 per share for cash.
On April 1, 1999, the Company issued 7,000,000 shares in the reverse
merger acquisition with Pacific Link Internet (See Note 9).
On April 2, 1999, the Company issued 400,000 shares of common stock
for cash of $100,000 and services valued at $700,000.
In June 1999, the Company issued warrants to purchase stock at 3.00,
4.00 and 5.00 per share, valued at $122,000 (See Note 10).
In December1999, the Company issued 200,000 shares of common stock for
cash of $400,000, at $2 per share, from a private investor.
NOTE 13 - Prior Period Restatement
Accounts receivable - related party was reclassified as a contra
equity account for the period ended December 31, 1998, to conform to SEC
regulations for officer receivables. Assets decreased by $54,814 and Equity
decreased the same amount for this restatement.
F - 20
The accompanying notes are an integral part of these financial statements
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Worldwide Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.):
We have audited the accompanying consolidated balance sheets of Worldwide
Wireless Networks, Inc. (formerly Pacific Link Internet, Inc.) as of December
31, 2000 and 1999 and the related consolidated statements of operations,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Worldwide Wireless Networks,
Inc. (formerly Pacific Link Internet, Inc.) as of December 31, 2000 and 1999 and
the results of its operations and cash flows for the years then ended in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 11 to the
financial statements, the Company has suffered recurring operating losses and
is dependent upon financing to continue operations. These factors raise
substantial doubt about the ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 11.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Salt Lake City, Utah
January 19,2001
F - 21
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Consolidated Financial Statements
December 31, 2000 and 1999
F - 22
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Consolidated Balance Sheets
ASSETS
------
DECEMBER 31
2000 1999
----------- -----------
CURRENT ASSETS
Cash and Cash Equivalents (Note 1) 121,329 136,311
Accounts receivable (net of allowance for
doubtful accounts of $15,000 and
$20,000, respectively) 263,797 165,091
Employee advance 7,500 3,000
Inventory 2,131,892 129,861
Prepaid Expenses 39,001 18,912
----------- -----------
Total Current Assets 2,563,519 453,175
----------- -----------
PROPERTY & EQUIPMENT (Note 1)
Office equipment 197,592 103,231
Leased equipment 61,315 177,653
Machinery equipment 1,839,675 1,109,524
----------- -----------
2,098,582 1,390,408
Less:
Accumulated depreciation - leased equipment (61,315) (165,255)
Accumulated depreciation (801,475) (282,495)
----------- -----------
Total Property & Equipment 1,235,792 942,658
OTHER ASSETS
Investments (Note 3) 300,000 36,885
Deferred Charges (Note 1) 2,858 21,984
Deposits 52,421 36,197
----------- -----------
Total Other Assets 355,279 95,066
----------- -----------
TOTAL ASSETS $4,154,590 $1,490,899
=========== ===========
F - 23
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Consolidated Balance Sheets continued
LIABILITIES AND STOCKHOLDERS' EQUITY
DECEMBER 31
2000 1999
------------ ------------
CURRENT LIABILITIES
Accounts payable 3,099,153 655,485
Accrued expenses 328,816 83,933
Lines of credit (Note 5) 69,839 89,323
Unearned revenue (Note 1) 90,525 102,356
Current portion of long-term liabilities (Note 4) 1,663,080 665,355
------------ ------------
Total Current Liabilities 5,251,413 1,596,452
------------ ------------
LONG TERM LIABILITIES
Notes payable (Note 4) 677,282 562,245
Notes payable-related party (Note 4) 75,000 75,000
Convertible debentures (Note 4 & 10) 2,000,000 -
Capital lease obligations (Note 4) 10,798 30,340
Less current portion (1,663,080) (665,355)
------------ ------------
Total long term Liabilities 1,100,000 2,230
------------ ------------
TOTAL LIABILITIES 6,351,413 1,598,682
------------ ------------
STOCKHOLDERS' EQUITY
Common stock, 50,000,000 shares
of $.001 par value authorized,
12,844,060 and 11,799,988 shares issued
and outstanding 12,844 11,800
Additional paid in capital 5,380,633 2,415,345
Accumulated comprehensive income (loss) (400,000) -
Retained earnings (7,190,300) (2,534,928)
------------ ------------
Total Stockholders' Equity (2,196,823) (107,783)
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 4,154,590 $ 1,490,899
============ ============
F - 24
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Consolidated Statements of Operations
For the years
ended
December 31
2000 1999
------------ ------------
REVENUES 3,351,878 1,980,203
COST OF SALES 2,292,996 972,802
------------ ------------
GROSS PROFIT 1,058,882 1,007,401
------------ ------------
SELLING EXPENSES 836,088 616,022
BAD DEBT EXPENSE 207,343 40,317
GENERAL &
ADMINISTRATIVE EXPENSES 3,990,987 2,377,133
------------ ------------
TOTAL OPERATING EXPENSES 5,034,418 3,033,472
------------ ------------
OPERATING INCOME (LOSS) (3,975,536) (2,026,071)
------------ ------------
OTHER INCOME
AND (EXPENSES)
Loss on disposal of assets (6,135) -
Loss on investment (536,885) (13,115)
Miscellaneous income 49,679 34,829
Interest expense (186,495) (46,895)
------------ ------------
Total Other Income
and (Expenses) (679,836) (25,181)
------------ ------------
INCOME (LOSS)
BEFORE INCOME TAXES (4,655,372) (2,051,252)
PROVISION FOR
INCOME TAXES (Note 1)
NET INCOME (LOSS) $(4,655,372) $(2,051,252)
============ ============
NET INCOME (LOSS) PER SHARE (.37) (.21)
============ ============
WEIGHTED AVERAGE OUTSTANDING SHARES 12,594,366 9,883,325
============ ============
F - 25
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Consolidated Statements of Stockholders' Equity
December 31, 2000 and 1999
Additional Retained Accumulated
Common Stock Paid in Earnings Comprehensive
Shares Amount Capital (Deficit) Income (Loss)
---------- ------ ---------- ----------- -------------
Balance at inception on
August 1, 1997 - - - - -
Shares issued to organizers for cash 5,880,000 5,880 (3,380) - -
Net income (loss) for the period
ended December 31, 1997 - - - (153,493) -
---------- ------ ---------- ----------- -------------
Balance on December 31, 1997 5,880,000 5,880 (3,380) (153,493) -
Shares issued for cash 1,120,000 1,120 101,525 - -
Net income (loss) for the year
ended December 31, 1998 - - - (330,183) -
---------- ------ ---------- ----------- -------------
Balance on December 31, 1998 7,000,000 7,000 98,145 (483,676) -
April 1, 1999 - Reverse acquisition
and reorganization adjustment 4,199,988 4,200 995,800 - -
April 2, 1999 - Stock issued for cash
and services valued at $2.00 per share 400,000 400 799,600 - -
June 1999 Warrants issued for services 0 - 122,000 - -
December 1999 - Stock issued for
cash at $2 per share 200,000 200 399,800 - -
Net income (loss) for the year
ended December 31, 1999 0 - - (2,051,252) -
---------- ------ ---------- ----------- -------------
Balance on December 31, 1999 11,799,988 11,800 2,415,345 (2,534,928) -
January 2000 - Stock issued for cash
at $2 per share 250,000 250 499,750 - -
February 2000 - Stock issued for services
at $2 per share 200,000 200 399,800 - -
February 2000 - Stock issued for
acquisition of Tarrab Capital Group
at $4 per share 5,000 5 19,995 - -
March 2000 - Stock issued for insurance
policy at $4.13 per share 8,000 8 32,992 - -
April 2000 - Stock issued for services
at $5.92 per share 915 1 5,416 - -
F - 26
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORK, INC.
(formerly Pacific Link Internet, Inc.)
Consolidated Statement of Stockholders' Equity
December 31, 2000 and 1999
Additional Retained Accumulated
Common Stock Paid in Earnings Comprehensive
Shares Amount Capital (Deficit) Income (Loss)
-------------------- ---------- ----------- -------------
May 2000 - Stock issued for cash
at $3.50 per share 100,000 100 349,900 - -
May 2000 - Stock issued for cash
at $3.45 per share 144,887 145 499,855 - -
June 2000 - warrants issued for private
equity line 0 0 48,000 - -
June 2000 - warrants issued for services 0 0 63,000 - -
June 2000 - November 2000 - stock options
vested for services 0 0 13,800 - -
June 2000 - Stock issued for services
at $2.32 per share 45,157 45 104,945 - -
June 2000 - Cash paid for offering costs 0 - (30,000) - -
June 2000 - Stock issued for offering
costs at $3.45 per share 5,000 5 (5) - -
June 2000 - Stock issued for investment
at $4 per share 300,000 300 1,199,700 - -
July 2000 - Stock issued for services
at $3 per share 5,000 5 14,995 - -
July 2000 - Stock cancelled for
convertible debentures (144,887) (145) (499,855) - -
July 2000 - Stock issued for cash
at $2 per share 125,000 125 249,875 - -
July 2000 - Cash paid for offering costs 0 - (6,875) - -
Net unrealized income (loss) for year
ended December 31, 2000 0 - - - (400,000)
Net income (loss) for the year
ended December 31, 2000 0 - - (4,655,372) -
-------------------- ---------- ----------- -------------
Balance on December 31, 2000 12,844,060 12,844 5,380,633 (7,190,300) (400,000)
=========== ======= ========== =========== =============
F - 27
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Consolidated Statements of Cash Flows
For the years
ended
December 31
2000 1999
----------- -----------
Cash Flows From Operating Activities
Net income (loss) (4,655,372) (2,051,252)
Non-cash items:
Depreciation & amortization 575,717 321,246
Bad debt (5,000)
Loss on investment 536,885 13,115
Stock and warrants issued for services 124,800 822,000
Loss on disposal of asset 6,135
Shares issued for services 525,407
Shares issued for insurance policy 33,000
(Increase)/decrease in current assets:
Accounts receivable (93,706) (135,751)
Accounts receivable-related party - 54,814
Employee advance (4,500) (3,000)
Prepaid expenses (14,433) (18,912)
Deferred charges 19,126 (11,556)
Inventory (2,002,031) (129,861)
Increase/(decrease) in current liabilities:
Bank overdraft - (4,092)
Accounts payable 2,443,668 133,148
Accrued expenses 244,883 83,933
Unearned revenue (11,831) 60,866
----------- -----------
Net Cash Provided (Used)
by Operating Activities (2,277,252) (865,302)
----------- -----------
Cash Flows from Investing Activities
Purchase of property and equipment (911,066) (957,045)
Cash paid for deposits (16,224) (21,013)
Cash paid for Investments - (50,000)
----------- -----------
Net Cash Provided (Used)
by Investing Activities (927,290) (1,028,058)
----------- -----------
Cash Flows from Financing Activities
Advances on line of credit - 98
F - 28
The accompanying notes are an integral part of these financial statements
Cash paid on line of credit (19,484) (9,246)
Cash from sale of stock 1,063,000 500,000
Cash received from debt financing 2,262,150 633,468
Principal payments on long-term debt (109,227) (94,649)
Cash received in merger with Worldwide - 1,000,000
Cash paid for registration fees (6,879) -
Net Cash Provided (Used) by Financing Activities 3,189,560 2,029,671
----------- -----------
Increase/(decrease) in cash (14,982) 136,311
----------- -----------
Cash and Cash Equivalents
at Beginning of Period 136,311 -
Cash and Cash Equivalents
at End of Period 121,329 136,311
=========== ===========
Supplemental Cash Flow Information:
Cash paid for interest 29,205 28,119
Cash paid for income taxes - -
Non-cash financing transaction: - -
Stock and warrants issued for services 124,800 822,000
Stock issued for services 545,407 -
Stock issued for investment 1,200,000 -
Stock issued for insurance policy 33,000 -
Stock issued for notes payable 100,000 -
Stock cancelled for convertible debentures 500,000 -
F - 29
The accompanying notes are an integral part of these financial statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The audited financial statements presented for December 31, 2000 and
1999, are those of Worldwide Wireless Networks, Inc. (formerly Pacific Link
Internet, Inc.) (The Company). The Company was incorporated under the laws
of the State of California on September 22, 1997, however operations began
on August 1, 1997. The Company provides wireless internet access to
business and individuals. The Company's headquarters are located in Orange,
California.
On April 1, 1999 the Company merged with Worldwide Wireless Networks,
Inc. (Worldwide) a public company with no operations, and assumed the name
of Worldwide Wireless Networks, Inc. Pursuant to the merger, Pacific Link
ceased to exist and Worldwide became the surviving corporation. Worldwide
was organized in the State of Nevada on June 10, 1992. Worldwide recently
raised $1,000,000 in anticipation of the merger, and provided this as the
only asset to the newly combined organization. The merger was treated as a
reverse merger for accounting purposes.
On February 10, 2000, the Company issued 5,000 shares of restricted
common stock valued at $20,000 for all of the outstanding shares of Tarrab
Capital Group (TCG), a Nevada Corporation. At the date of the merger, TCG
had no assets and no revenues or operations and ceased to exist.
b. Recognition of Revenue, Deferred Charges, Unearned Revenue
The Company recognizes income and expense on the accrual basis of
accounting. During 1999 and 1998, the Company entered into various sales
agreements whereby, a third party financial institution pays a factored
sales amount to the Company for sales contracts received from customers
with terms of 1 to 3 years. The Company has deferred the revenue on these
contracts to be recognized over the time of the contract. Unearned revenue
has been established on the books in order to defer the revenues received
from the third party on these contracts. The corresponding factoring fee
has been deferred as an asset called "deferred charges" and is also
recognized over the life of the contract. All other sales are recorded when
the services are completed.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements. Fully diluted earnings per share has not been presented,
because the earnings per share is the same. Warrants to purchase 625,000
common shares and employee stock options have been eliminated in the fully
diluted earnings per share due to their anti-dilutive effect.
F-30
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 1 - Summary of Significant Accounting Policies (continued)
c. Earnings (Loss) Per Share (continued)
Income (loss) Shares Per Share
(Numerator) (Denominator) Amount
-------------- ------------- -----------
For the year ended December 31, 2000:
Income (loss) from operations $ (4,655,372)
--------------
Basic EPS
INCOME (LOSS) TO COMMON SHAREHOLDERS $ (4,655,372) 12,594,366 $ (.37)
============== ============= ===========
For the year ended December 31, 1999:
Income (loss) from operations $ (2,051,252)
--------------
Basic EPS
Income (loss) to common shareholders $ (2,051,252) 9,883,325 $ (.21)
============== ============= ===========
d. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating
loss carryforwards totaling approximately $7,190,300 that will be offset
against future taxable income. These NOL carryforwards begin to expire in
the year 2013. No tax benefit has been reported in the financial statements
because the Company has yet to generate taxable income.
Deferred tax assets and the valuation account is as follows at
December 31, 2000 and 1999:
Deferred tax asset: 2000 1999
------------ ----------
NOL carryforward $ 2,453,013 $ 861,900
Valuation allowance (2,453,013) (861,900)
------------ ----------
Total $ - $ -
============ ==========
e. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
f. Property and Equipment
Expenditures for property and equipment and for renewals and
betterments, which extend the originally estimated economic life of assets
or convert the assets to a new use, are capitalized at cost. Expenditures
for maintenance, repairs and other renewals of items are charged to
expense. When items are disposed of, the cost and accumulated depreciation
are eliminated from the accounts, and any gain or loss is included in the
results of operations.
F-31
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 1 - Summary of Significant Accounting Policies (continued)
f. Property and Equipment (continued)
Assets are reviewed by management annually for impairment and are written
down to fair market value if impairment exists.
The provision for depreciation is calculated using the straight-line
method over the estimated useful lives of the assets. Useful lives of
assets are as follows: Computer and wireless network equipment - 3 years;
DSL equipment - 1 year; Furniture and fixtures - 7 years; Office equipment
- 5 years. Depreciation expense for the period ended December 31, 2000 and
1999 is $575,717, and $321,246, respectively.
g. Investments Available for Sale
Management determines the appropriate classification of marketable
equity Security investments at the time of purchase and reevaluates such
designation as of each balance sheet date. Unrestricted and restricted
marketable equity securities have been classified as available for sale.
Available for sale securities are carried at fair value, with the
unrealized gains and losses, net of tax, reported as a net amount in
accumulated comprehensive income. Realized gains and losses and declines in
value judged to be other-than-temporary on available for sale securities
are included in investment income. The cost of securities sold is based on
the specific identification method. Interest and dividends on securities
classified as available for sale are included in investment income.
NOTE 2 - Related Party Transactions
During 1999, the Company paid $16,300 to a shareholder for a note
payable which was outstanding from December 31,1998.
During 1999, the Company paid $15,000 to a shareholder for a note
payable which was outstanding from December 31, 1997.
During 1999, the Company received $75,000 from a shareholder for a
note payable. As of December 31, 2000 and 1999, the balance due is $75,000.
NOTE 3 - Investments
In April 1999, the Company entered into an agreement with Bridge
Technology, Inc., wherein the Company contributed $50,000 for a 20%
interest in Pacific Bridge Net (PBN). In addition to the capital
contribution, the Company was to provide consulting services to PBN for
$50,000.
F-32
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 3 - Investments (Continued)
As of December 31, 1999, the investment has been reduced from $50,000
to $36,885 due to the Company's 20% share of the $65,575 loss reported by
PBN. The Company uses the equity method of accounting for this investment.
During 2000, the Company contributed their 20% investment interest
back to PBN. A loss on the investment has been recognized of $36,885.
On June 28, 2000, the Company issued 300,000 shares of its common
stock valued at $1,200,000 to Bridge Technology, Inc. (Bridge) in exchange
for 150,000 shares of Bridge stock valued at $1,200,000. The fair value of
this security was determined by the quoted stock price on the market at the
time of purchase.
As of December 31, 2000, the Company recorded $400,000 of unrecognized
losses on Bridge, an investment available for sale, in accumulated
comprehensive income in equity. The aggregate fair value of Bridge at
December 31, 2000 is $300,000. A loss of $500,000 has been recognized due
to management's determination that the value of Bridge is a permanent
decline.
NOTE 4 - Long-Term Liabilities
Long Term Liabilities are detailed in the following schedules as of
December 31, 2000 and 1999:
Notes payable is detailed as follows: 2000 1999
------- ------
Note payable to an individual, payments due
monthly of $500 through July 2000, bears
interest at 7%, secured by equipment and
other assets. - 3,777
Note payable to an individual, no monthly
payment, payable on demand, bears interest
at 10%, unsecured note 38,000 -
Note payable to a corporation, payments due
monthly of $5,457 until paid in full, bears
interest at 12%, unsecured note 8,879 58,468
Note payable to a corporation, no monthly
payment, due in January 2001, bears interest
at 12%, secured by business assets 200,000 -
F-33
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 4- Long-Term Liabilities (continued)
2000 1999
------- -------
Note payable to a corporation, no monthly
payment, matures March 2001, bears interest
at 11%, guaranteed by an officer of the
Company and secured by business assets - 500,000
Note payable to a corporation, no monthly
payment, bears interest at 10%, due January
2002, unsecured note 100,000 -
Note payable to a corporation, no monthly
payment, bears interest at 10%, due upon
demand, unsecured note 125,000 -
Note payable to a corporation, no monthly
payment, payable on demand, bears interest
at 56.75%, secured by equipment 130,403 -
Note payable to an individual, no monthly
payment, payable on demand, bears interest
at 10%, unsecured note 75,000 -
------- -------
Total Notes Payable 677,282 562,245
------- -------
Convertible debentures is detailed as follows:
2000 1999
--------- ----
Note payable to a corporation, no monthly
payment, matures March 2001, bears interest
at 11%, guaranteed by an officer of the
Company and secured by business assets 1,000,000 -
Note payable to a corporation, no monthly
payment, bears interest at 7%, due June 2003,
unsecured note 300,000 -
Note payable to a corporation, no monthly
payment, bears interest at 7%, due June 2003,
unsecured note 700,000 -
--------- ----
Total Convertible Debentures 2,000,000 -
--------- ----
F-34
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 4- Long-Term Liabilities (continued)
Notes payable related party is detailed as follows:
2000 1999
---------- --------
Note payable to a shareholder, no monthly
payment, payable on demand, bears interest
at 10%, unsecured note 75,000 75,000
---------- --------
Total notes payable - related party 75,000 75,000
---------- --------
Capital lease obligations are detailed in the following schedule
as of December 31, 2000 and 1999:
2000 1999
---------- --------
Capital lease obligation to a corporation
for antenna equipment, lease payments due
monthly of $710 through January 2001,
bears interest at 19.7%, secured by antenna
equipment. $ 2,638 $ 8,815
Capital lease obligation to a corporation
for wireless equipment, lease payments due
monthly of $175 through May 2001,
bears interest at 18%, secured by
wireless equipment. 855 2,743
Capital lease obligation to a corporation
for wireless equipment, lease payments due
monthly of $1,244 through October 2000,
bears interest at 15.5%, secured by wireless
equipment. 7,305 17,567
Capital lease obligation to a corporation
for equipment, lease payments due monthly
of $1,248 through December 1999, bears
interest at 32.5%, secured by equipment. - 1,215
---------- --------
Total Lease Obligations 10,798 30,340
---------- --------
Total long term liabilities 2,763,080 667,585
F-35
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 4- Long-Term Liabilities (continued)
2000 1999
---------- ----------
Less current portion of:
Notes payable 577,282 562,245
Convertible debentures 1,000,000 -
Notes payable - related party 75,000 75,000
Capital lease obligations 10,798 28,110
---------- ----------
Total current portion 1,663,080 665,355
---------- ----------
Net Long Term Liabilities $1,100,000 $ 2,230
========== ==========
Future minimum principal payments on notes payable are as
Follows at December 31, 2000:
2001 1,652,282
2002 -
2003 1,100,000
----------
Total notes payable $2,752,282
==========
Future minimum lease payments are as follows at December 31,
2000:
2001 12,153
----------
Less portion representing interest 1,355
----------
Total $ 10,798
==========
NOTE 5 - Lines of Credit
The Company has three lines of credit with three banks with total
credit of $106,000. The average interest rate is 11.75%. The balances due
at December 31, 2000 and 1999 were $69,839 and $89,323, respectively.
NOTE 6 - Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reporting period.
In these financial statements, assets, liabilities, revenues and expenses
involve reliance on management's estimates. Actual results could differ
from those estimates.
NOTE 7 - Commitments and Contingencies
The Company has an operating lease for office space. Monthly lease
payments are due of $2,549 for sixty months starting May 1, 1998 and ending
April 30, 2003.
F-36
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 7 - Commitments and Contingencies (continued)
The Company has an operating lease for antenna space on a roof. The
agreement calls for monthly payments of $350 the first six months, $450 the
next six months, and $500 for the remaining 48 months of the sixty-month
contract. The lease began on September 15, 1998 and ends on August 31,
2003.
The Company has an operating lease for office space. Monthly lease
payments are due of $4,021 for sixty months starting October 15, 1998 and
ending September 30, 2003.
The Company has an operating lease for office space. Monthly lease
payments are due of $10,083 and the lease expires in March 2004.
The Company has an operating lease for roof space. Monthly lease
payments are due of $250 for sixty months starting September 15, 1998 and
ending August 31, 2003.
The Company has an operating lease for roof space. Monthly lease
payments are due of $300 for sixty months starting November 16, 1998 and
ending October 31, 2003.
The Company has an operating lease for roof space that could
potentially secure up to three antennas. The agreement calls for minimum
monthly payments for the initial antenna of $1,000 the first twelve months,
$1,050 the next twelve months, $1,103 the following twelve months, $1,158
the next twelve months, and $1,216 for the remaining twelve months of the
sixty-month contract. Each additional antenna (limit of three total) will
require monthly payments of $750 the first twelve months, $788 the next
twelve months, $827 the following twelve months, $868 the next twelve
months, and $912 the remaining twelve months. The lease began on October 1,
1998 and ends on September 30, 2003.
The Company has an operating lease for roof space. Monthly lease
payments are due of $1,300 for use of a one directional antenna or $1,300
for use of a four directional antenna for sixty months starting October 1,
1998 and ending September 30, 2003.
The Company has an operating lease for roof space. Monthly lease
payments are due of $250 for thirty-six months starting December 2, 1998
and ending November 30, 2001.
F-37
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 7 - Commitments and Contingencies (continued)
The Company has an operating lease for roof space. Monthly lease
payments are due of $200 for thirty-six months starting August 1, 1999 and
ending July 31, 2002.
The Company has an operating lease for roof space. Monthly lease
payments are due of $300 for thirty-six months starting April 1, 1999 and
ending March 31, 2004.
The Company has an operating lease for office space. Monthly lease
payments are due of $2,890 starting March 1, 2000 and ending February 28,
2005.
The Company has an operating lease for roof space. Monthly lease
payments are due of $2,100 starting July 1, 2000 and ending June 30, 2003.
The Company has an operating lease for roof space. Monthly lease
payments are due of $500 starting August 1, 2000 and ending July 31, 2003.
The Company has an operating lease for roof space. Monthly lease
payments are due of $750 starting September 1, 2000 and ending August 31,
2005.
The Company has an operating lease for roof space. Monthly lease
payments are due of $650 starting September 1, 2000 and ending August 31,
2010.
The Company has an operating lease for roof space. Monthly lease
payments are due of $1,275 starting September 1, 2000 and ending August 31,
2010.
The Company has an operating lease for roof space. Monthly lease
payments are due of $1,175 starting September 1, 2000 and ending August 31,
2010.
Future minimum operating lease payments are as follows at December 31,
2000:
2001 $ 463,953
2002 404,014
2003 313,558
2004 114,033
2005 48,980
----------
Total $1,344,538
==========
The Company is obligated under employment contracts to officers of the
Company through December 31, 2003, for $110,000 total compensation per
year.
F-38
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 7 - Commitments and Contingencies (continued)
The Company has an investor group committed to providing capital for
the Company's continued expansion and operations. If this funding source
did not provide the necessary capital needed, the Company would need to
find additional sources of funding, or cut back on the expansion process to
maintain operations.
During 2000, the Company granted 24,966 stock options to a consultant
who was not covered under the employee stock option plan. The stock options
are exercisable at a price of $3 per share. The fair value of the stock
options were determined using the Black-Scholes option pricing model with
the following assumptions: risk free interest rate of 7%, life of 5 years;
volatility of 25% with no dividend yield. In 2000, the Company recorded
expenses of $13,800. No stock options were exercised during 2000.
In November 1999, the Company entered into a purchase agreement with
Adaptive Broadband Corporation(Adaptive). The Company has agreed to
purchase wireless telecommunications equipment from Adaptive.
Details of the agreement are as follows:
Unit Prices
----------------------
Subscriber Access
Time Frame Quantity Commitment Units Points
------------------ ---------------------- ---------- ----------
0-12 months after 2,624 units $1,675,000 $2,075,000
effective date
13-24 months after additional 5,120 units $1,250,000 $1,650,000
effective date
25-36 months after additional 7,760 units $1,000,000 $1,400,000
effective date
As of December 31, 2000, management is in the process of canceling the
agreement with Adaptive and returning approximately $1,485,241 in
inventory.
NOTE 8 - Employee Stock Option Plan
On August 13, 1999, the Company established an Employee Stock
Ownership Plan (the Plan). The Plan covers both current and prospective
employees, consultants and directors. Employees will be covered under the
Incentive Stock Option and consultants will be covered under the
Nonstatutory Stock Option.
F-39
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 8 - Employee Stock Option Plan (continued)
The exercise price for each option shall be established by the Company
Board of Directors. The exercise price per share for an Incentive Stock
Option cannot be less than the fair market value of a share of stock on the
effective grant date. The exercise price per share for a Nonstatutory Stock
Option cannot be less than 85% of the fair market value of a share of stock
on the effective date of the option.
As of December 31, 2000, there are 895,911 options granted, of which
337,154 are vested. Per FASB 123, the Company is not required to recognize
compensation when the options vest since exercise price for all the options
granted were at fair market value on the date of grant. No options are
exercisable after the expiration of 10 years after the effective grant
date. The maximum number of shares to be issued under the plan is
1,000,000.
A summary of the option activity follows:
--------------------- ----------------- ----------- ----------------
Weighted
Options Available Options Average Exercise
for Grant Outstanding Price
--------------------- ----------------- ----------- ----------------
Granted 1,000,000 895,911 3.00
--------------------- ----------------- ----------- ----------------
Exercised 0 0 0
--------------------- ----------------- ----------- ----------------
Cancelled / Forfeited 0 0 0
--------------------- ----------------- ----------- ----------------
Balances, 12/31/00 1,000,000 895,911 3.00
--------------------- ----------------- ----------- ----------------
Pro forma information regarding net income and earnings per share is
required by SFAS N. 123. This information is required to be determined as
if the company had accounted for its employee stock options granted during
the year under the fair value method of that statement. The fair value of
options granted in 2000 reported below has been estimated at the date of
grant using the Black-Scholes option pricing model with the following
weighted average assumptions:
Expected life (in years) 10
Risk-free interest rate 6.0%
Volatility 50%
Dividend yield 0%
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting periods. The company's
pro forma information follows:
F-40
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 8 - Employee Stock Option Plan (continued)
2000 1999
----------- -----------
Pro forma net income (4,655,372) (2,120,000)
Pro forma basic earnings per share (.37) (.22)
NOTE 9 - Reverse Acquisition and Reorganization
Effective April 1, 1999, Pacific Link Internet, Inc. (Pacific) (a
private company) was acquired by Worldwide Wireless Networks, Inc.
(Worldwide) (a public company).
Worldwide issued 7,000,000 shares to the shareholders of Pacific in
exchange for all shares of Pacific, thus making it a wholly owned
subsidiary of Worldwide. The agreement provides for the acquisition to be
treated as a reverse acquisition, thus making Pacific the accounting
survivor. Because the historical financial information in these financial
statements prior to the reverse acquisition (April 1, 1999) is that of the
accounting acquirer (Pacific), a forward stock split of 14 for 1 has been
retroactively applied to show the effects of the 7,000,000 share issuance
as though it happened ratably since inception of Pacific. The management of
Worldwide resigned and the management and board of Pacific filled the
vacancy.
In January 1999, $1,000,000 was advanced to the Company from investors
as an investment. Of the 4,199,988 shares issued, 200,000 post merger
shares were issued to the investors in relation to the $1,000,000
investment.
NOTE 10 - Warrants
In June 1999, the Company issued warrants to purchase common stock at
various prices for services. The fair value of the warrants were determined
using the Black-Scholes option pricing model with the following
assumptions: risk free interest rate of 7%; warrant life of 5 years;
volatility of 25% with no dividend yield. In 1999, the Company recorded
expenses of $122,000 in connection with the warrant issuance. No warrants
were exercised at December 31, 2000 and the following are outstanding:
Warrants Exercise Price
-------- ---------------
100,000 $3.00 per share
100,000 4.00 per share
200,000 5.00 per share
--------
400,000
========
F-41
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 10 - Warrants (continued)
On June 19, 2000, the Company entered into a Private Equity Line of
Credit Agreement with Whitsend Investments Ltd. (Whitsend). Pursuant to
this agreement, Whitsend has committed up to $20,000,000 for the purchase
of the Company's common stock over a 36 month period. Once every 15 days,
the Company may borrow up to $500,000 from Whitsend if the Company meets
certain criteria. The Company is not obligated to draw on any of the
available funds. In lieu of providing Whitsend with a minimum aggregate
draw down commitment, the Company has issued 125,000 warrants for the
purchase of its shares of common stock at $4.69 per share. These warrants
expire on June 19, 2003. The fair value of the warrants were determined
using the Black-Scholes option pricing model with the following
assumptions: risk free interest rate of 7%; warrant life of 5years;
volatility of 25% with no dividend yield. In 2000, the Company recorded
expenses of $48,000 in connection with the warrant issuance. No warrants
were exercised during 2000.
On June 30, 2000, the Company entered into a Convertible Debenture and
Warrants Purchase Agreement with several investors. Pursuant to the
agreement, the Company converted $1,000,000 of its notes payable to
$1,000,000 in convertible debentures and issued 100,000 warrants. The
exercise price per share under these warrants will be $4.20 per share.
These warrants expire on June 30, 2003. The fair value of the warrants were
determined using the Black-Scholes option pricing model with the following
assumptions: risk free interest rate of 7%; warrant life of 5 years;
volatility of 25% with no dividend yield. In 2000, the Company recorded
expenses of $63,000 in connection with the warrant issuance.
On June 30, 2000, the Company entered into a Convertible Debenture and
Warrant Purchase Agreement having an aggregate principal amount of
$1,000,000. The convertible debentures mature on June 30, 2003, and bear
interest at 7% per annum until the earlier of conversion into the Company's
common stock or maturity. Interest is payable quarterly in arrears on
September 1, October 1, January 1 and June 1 of each year commencing on
September 1, 2000.
The convertible debentures are convertible by the holder at any time
prior to the close of business on June 30, 2003. The conversion price is
equal to the lesser of $3.66 per share or 80% of the market price as of the
date on which the holder of the debenture gives notice of their intention
to convert the debentures. If the conversion price is not less than $7.00
per share, the Company may redeem the debentures for cash at 150% of the
unpaid principal and accrued interest.
Note 11 - Going Concern
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The Company has had recurring
operating losses for the past several years and is dependent upon financing
to continue operations. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. It is
management's plan to restructure the Company's financial position and to
F-42
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
adjust operations toward profitability. Management has divested their
interest from unprofitable services and has eliminated approximately
$2,000,000 of short-term debt through the return of inventory. In addition,
funding of the Company's operations may be supplemented by the use of the
$20,000,000 equity line as discussed in Note 10.
F-43
The accompanying notes are an integral part of these statements
WORLDWIDE WIRELESS NETWORKS, INC.
(formerly Pacific Link Internet, Inc.)
Notes to the Financial Statements
December 31, 2000 and 1999
ITEM 23: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no change in, or disagreements with, our principal independent
accountant during our last three fiscal years.
F-44
The accompanying notes are an integral part of these statements
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Articles of Incorporation and bylaws provide for the indemnification of
present and former directors and officers and each person who serves at our
request as our officer or director. To the full extent of Nevada Revised
Statutes Sections 78.7502 and 78.751 indemnification for a director is mandatory
and indemnification for an officer, agent or employee is permissive. We will
indemnify these individuals against all costs, expenses and liabilities
reasonably incurred in a threatened, pending or completed action, suit or
proceeding brought because the individual is our director or officer. The
individual must have conducted himself in good faith and reasonably believed
that his conduct was in, or not opposed to, our best interest. In a criminal
action he must not have had a reasonable cause to believe his conduct was
unlawful. This right of indemnification shall not be exclusive of other rights
the individual is entitled to as a matter of law or otherwise.
We will not indemnify an individual adjudged liable due to his negligence or
willful misconduct toward us, adjudged liable to us, or if he improperly
received personal benefit. Indemnification in a derivative action is limited to
reasonable expenses incurred in connection with the proceeding. Also, we are
authorized to purchase insurance on behalf of an individual for liabilities
incurred whether or not we would have the power or obligation to indemnify him
pursuant to our bylaws.
ITEM 25: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The selling stockholders will pay all brokerage commissions and discounts
attributable to the sale of the shares plus fees and expenses relating to the
registration of their shares. We are responsible for all other costs, expenses
and fees incurred in registering the shares offered by this prospectus, which
are estimated to be $25,000.
ITEM 26: RECENT SALES OF UNREGISTERED SECURITIES
The following discussion describes all securities we have sold within the past
three years without registration:
At the inception of Pacific Link, the founders received an aggregate of 420,000
shares of common stock. The issuance of these shares was exempt from
registration under the Securities Act of 1933 by reason of Section 4(2) as a
private transaction not involving a public distribution.
During 1998, subsequent to the issuance of the founders' stock, we issued 80,000
shares of common stock at $0.10 per share in reliance upon the exemption
provided by Section 4(2) of the Securities Act of 1933 as a private transaction
not involving any public distribution. On April 1, 1999, in conjunction with
our reverse merger, we effected a forward stock split in which each shareholder
received 14 shares for every single share of common stock owned by that
shareholder. As a result, the shares issued to founders became 5,880,000
shares, and the shares issued for cash became 1,120,000 shares, for a total of
7,000,000 shares which were then used to effect the reverse merger. (See
Consolidated Statements of Shareholders' Equity in our Audit Report for 1999,
and Footnote 9 and 12 attached to that audit report).
On April 2, 1999, we sold 400,000 common shares to Andrew Taubman for $100,000
and recognized services valued at $700,000, or $2.00 per share. The issuance
of these shares was exempt from registration under the Securities Act of 1933 by
reason of Section 4(2) as a private transaction not involving a public
distribution.
On June 1, 1999, we agreed to issue warrants to Columbia Financial Group, Inc.
in consideration for services rendered on our behalf. The warrants are
exercisable for an aggregate of 400,000 common shares. The services which
Columbia Financial Group, Inc. performed for us involved the preparation and
dissemination to our shareholders, the media and others, information concerning
Worldwide Wireless and our activities. Based upon our negotiation of, and entry
into some agreements with, other companies providing or offering to provide
these services to us for only cash, as well as our understanding of which
Columbia Financial Group, Inc. charges to other clients in cash for the same
type of services, we value the service provided to us by Columbia Financial
Group, Inc. at approximately $10,000 per year of service. The fair value of the
warrants were determined using the Black-Scholes option pricing model with the
following assumptions: risk free interest rate of 7%; warrant life of 5 years;
volatility of 25% with no dividend yield. We recorded expenses of $122,000 in
connection with the warrant issuance. The issuance of these shares was exempt
from registration under the Securities Act of 1933 by reason of Section 4(2) as
a private transaction not involving a public distribution.
On December 6 and 8, 1999 we sold an aggregate of 200,000 common shares, 100,000
on each date, to SGS Holdings for $400,000, or $2.00 per share. The issuance of
these shares was exempt from registration under the Securities Act of 1933 by
reason of Section 4(2) as a private transaction not involving a public
distribution.
On January 5, 2000 we issued 250,000 restricted common shares to Pacific First
National Corp., Inc. in consideration of $500,000.00. The issuance of these
shares was exempt from registration under the Securities Act of 1933 by reason
of Section 4(2) as a private transaction not involving a public distribution.
Pursuant to an Acquisition Agreement and Plan of Merger (the "Merger
Agreement") dated as of February 10, 2000 between Worldwide Wireless and Tarrab
Capital Group ("TCG"), a Nevada corporation, all the outstanding shares of
common stock of TCG were exchanged for 5,000 shares of our 144 restricted common
stock in a transaction in which we were the successor corporation and TCG will
cease to exist. A copy of the Merger Agreement and Certificate of Merger were
filed as exhibits to the Form 8-K filed in February, 2000.
On February 10, 2000, we issued 200,000 restricted common shares to Mutual
Ventures Corporation in consideration of $400,000 in legal fees paid to Sperry,
Young & Stoecklein for services rendered in connection with the Tarrab Capital
Group Merger. Mutual Ventures Corporation paid for these legal services on our
behalf. The issuance of these shares was exempt from registration under the
Securities Act of 1933 by reason of Section 4(2) as a private transaction not
involving a public distribution.
On March 13, 2000 we issued 8,000 restricted common shares to Universal Business
Insurance, Inc. in consideration of an officer and director liability insurance
policy valued at $33,000.00. The transaction was exempt from registration
pursuant to 4(2) of the Securities Act of 1933 as a private offering not
involving any public distribution.
Subsequent to the close of the first quarter, Worldwide Wireless awarded 915
shares to Robert P. Kelly, Jr. and Mimi Grant, joint owners of Southern
California Technology Executive Network in compensation for its membership in
that organization. The transaction was exempt from registration pursuant to 4(2)
of the Securities Act of 1933 as a private offering not involving any public
distribution.
On May 15, 2000 we issued 100,000 restricted common shares to The Oxford Group,
Inc. in consideration of $350,000 in cash. The transaction was exempt from
registration pursuant to 4(2) of the Securities Act of 1933 as a private
offering not involving any public distribution.
On May 25, 2000, we issued 144,887 shares of common stock for cash of $500,000
at $3.45 per share, from a private investor on June 30, 2000. We subsequently
recalled the shares and the $500,000 was rolled into an agreement to sell
$1,000,000 of convertible debentures and warrants to AMRO International, S.A.
and Trinity Capital Advisors, Inc. A condition of the purchase is that we must
register the shares of common stock underlying these debentures and warrants
with the SEC. These investors are selling stockholders in this registration
statement. As the shares originally issued in May have not yet been physically
returned to us, we are continuing to reflect them as issued and outstanding;
however, we anticipate that they will be returned and cancelled out in the
fourth quarter of 2000. The transaction was exempt from registration pursuant to
4(2) of the Securities Act of 1933 as a private offering not involving any
public distribution.
On June 1, 2000, we issued 20,157 shares of common stock to Schumann &
Associates in consideration of legal and management services rendered between
October 1999 and May 31, 2000, which were valued at $46,865. The transaction was
exempt from registration pursuant to 4(2) of the Securities Act of 1933 as a
private offering not involving any public distribution.
On June 1, 2000, Worldwide Wireless Networks, Inc. issued 25,000 shares of
common stock for services valued at $58,125. The transaction was exempt from
registration pursuant to 4(2) of the Securities Act of 1933 as a private
offering not involving any public distribution.
On June 14, 2000, Worldwide Wireless Networks, Inc. issued 5,000 shares of
common stock for services valued at $17,250. The transaction was exempt from
registration pursuant to 4(2) of the Securities Act of 1933 as a private
offering not involving any public distribution.
On June 19, 2000, we entered into a Private Equity Line of Credit Agreement with
Whitsend Investments Limited, one of the selling shareholders. The terms of the
agreement allow for periodic draw downs of the funding at the discretion of
Worldwide Wireless Networks, Inc., the Investor is committed to purchasing up to
$20,000,000 of our common stock and 125,000 warrants. Worldwide Wireless
Networks, Inc. registered the investor securities in its prior SB-2 filing.
On June 28, 2000, we issued 300,000 restricted common shares to Bridge
Technology, Inc. ("BTI") valued at $4.00 per share in consideration of the
issuance of 150,000 BTI unrestricted common shares valued at $8.00 per share.
The transaction was exempt from registration pursuant to 4(2) of the Securities
Act of 1933 as a private offering not involving any public distribution.
On July 10, 2000, we issued 5,000 shares of common stock to Triton West Group,
Inc. in consideration for services rendered to us in advising us as to the
structure of, and helping us identify institutional purchasers of, our
convertible debentures and warrants. A copy of the Convertible Debenture and
Warrant Purchase Agreements, which references the involvement of Triton West
Group, Inc. in that transaction, were filed as exhibits to the Form SB2
Registration Statement filed on August 1, 2000. Based upon our assessment of
the value of the services provided to us, and the market value of our stocks at
the time of the transaction, we have valued the shares given to Triton West
Group, Inc. at $15,000 in the aggregate. The transaction was exempt from
registration pursuant to 4(2) of the Securities Act of 1933 as a private
offering not involving any public distribution.
On July 12, 2000, we agreed to issue warrants to Columbia Financial Group, Inc.
in consideration for services rendered on our behalf. The warrants are
exercisable for an aggregate of 600,000 common shares. The services which
Columbia Financial Group, Inc. performed for us involved the preparation and
dissemination to our shareholders, the media and others, information concerning
Worldwide Wireless and our activities. Based upon our negotiation of, and entry
into some agreements with, other companies providing or offering to provide
these services to us for only cash, as well as our understanding of which
Columbia Financial Group, Inc. charges to other clients in cash for the same
type of services, we value the service provided to us by Columbia Financial
Group, Inc. at approximately $10,000 per year of service. The issuance of these
shares was exempt from registration under the Securities Act of 1933 by reason
of Section 4(2) as a private transaction not involving a public distribution.
On July 19, 2000 we issued 125,000 restricted common shares to Technology Equity
Fund Corp. in consideration of $250,000 in cash. The transaction was exempt
from registration pursuant to 4(2) of the Securities Act of 1933 as a private
offering not involving any public distribution.
On January 31, 2001, we entered into a Settlement Agreement with Sinclair Davis
Trading Corporation whereby, in exchange for services rendered to the Company,
Sinclair Davis will receive 262,500 shares of common stock. Sinclair Davis is a
selling stockholder in this registration statement.
We executed a Share Purchase Agreement with Universal Business Insurance, Inc.
on March 30, 2001. Under this Agreement, we agreed to issue, register for free
trading and deliver 553,582 shares of common stock to Universal, in exchange for
payment of our premium owed for Director's and Officer's insurance coverage for
the period between March 13, 2001 and March 13, 2002. The amount of the
applicable premium was $66,429.83. Additionally, we granted Universal an option
to purchase an additional amount of 55,358 shares of common stock in the event
that our highest bid price on July 30, 2001 is less than $0.10 per share.
On April 17, 2001, we entered into a settlement agreement with PIP and its
affiliates. In exchange for dismissal of the pending litigation and releases of
all claims against all parties, we have agreed to the following: (a) cash
payment of $115,000, of which $70,000 was paid by check from persons other than
us to PIP and its affiliates, and the remaining balance of $45,000 is payable
from us by installments under a promissory note, which is secured by a
Stipulated Entry of Judgment for that amount; (b) 400,000 shares of common stock
of WWWN to be transferred to PIP and its affiliates; and (c) 1,000,000 warrants
for the purchase of 1,000,000 shares of free-trading stock. (See: Our
Transactions with the Other Selling Stockholders).
In each of the private transactions above referenced above, we believe (and have
received investor representations to the effect that) each purchaser:
(a) was aware that the securities had not been registered under federal
securities laws;
(b) acquired the securities for his/her/its own account for investment
purposes of the federal securities laws;
(c) understood that the securities would need to be indefinitely held
unless registered or an exemption from registration applied to a
proposed disposition; and
(d) was aware that the certificate representing the securities would bear
a legend restricting its transfer. We believe that, in light of the
above, the sale of our securities to the respective acquirers did not
constitute the sale of an unregistered security in violation of the
federal securities laws and regulations by reason of the exemptions
provided under Sections 3(b) and 4(2) of the Securities Act, and the
rules and regulations promulgated thereunder.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Exchange Act requires Worldwide Wireless's directors and
officers and persons who beneficially own more than ten percent of Worldwide
Wireless's common stock to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of common stock
in Worldwide Wireless. Officers, directors and greater-than-ten percent
shareholders are required by Commission regulation to furnish Worldwide Wireless
with copies of all Section 16(a) reports they filed. To Worldwide Wireless's
knowledge, based solely on review of the copies of reports furnished to
Worldwide Wireless and written representation that no other reports were
required, during the fiscal year ended December 31, 1999, these persons complied
with all Section 16(a) filing requirements.
ITEM 27: EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- -------- ----------------------------------------------------------------------
1.1 N/A
2.1* Agreement and Plan of Merger, dated March 31, 1999, between Worldwide
Wireless and Pacific Link Internet, Inc.
2.2* Articles of Merger, dated April 9, 1999, between Worldwide Wireless
and Pacific Link Internet, Inc.
2.3* Acquisition Agreement and Plan of Merger, dated February 10, 2000,
between Worldwide Wireless and Tarrab Capital Group, Inc.
2.4* Certificate of Merger, dated February 10, 2000, between Worldwide
Wireless and Tarrab Capital Group, Inc.
2.5* Letter of Intent dated May 8, 2000 between Worldwide Wireless and 1st
Universe Internet
3.1* Articles of Incorporation of Second Investors Group, Inc. dated June
10, 1992
3.2* Certificate of Amendment to Articles of Incorporation of Second
Investors Group, Inc. filed June 19, 1998
3.3* Certificate of Amendment to Articles of Incorporation of Progressive
Environmental Recovery Corporation dated January 29, 1999
3.4* Amended and Restated Bylaws of Worldwide Wireless Networks, Inc.,
dated September 14, 1999
4.1* Form of Stock Purchase Warrant Agreement
4.2* Form of 7% Convertible Debenture
5.1*** Opinion of Feldhake, August & Roquemore LLP, dated April 20, 2001, as
to Legality of Shares Offered
6.1 N/A
7.1 N/A
8.1 N/A
9.1 N/A
10.1* Lease Agreement, dated March 30, 1999, between Worldwide Wireless and
NL-Orange, LP
10.2* Agreement, dated May 20, 1999, between Bridge Technology, Inc. and
Worldwide Wireless
10.3* Consultant Agreement, dated June 1, 1999, between Worldwide Wireless
and Columbia Financial Group
10.4* Employment Agreement, dated 1997, between Worldwide Wireless and
Dennis Shen
10.5* Microwave radio status license, call sign WP0T648, dated July 7, 1999,
between Worldwide Wireless and the FCC
10.6* Microwave radio status license call sign WP0T649, dated July 7, 1999,
between Worldwide Wireless and the FCC
10.7* PURCHASE AGREEMENT, DATED OCTOBER 27, 1999, BETWEEN ADAPTIVE Broadband
Corporation and Worldwide Wireless
10.8* Private Equity Line of Credit Agreement date June 19, 2000, between
Worldwide Wireless and Whitsend Investments Limited
10.9* REGISTRATION RIGHTS AGREEMENT, DATED JUNE 19, 2000, BETWEEN Worldwide
Wireless and Whitsend Investments Limited
10.10* Convertible Debenture and Warrants Purchase Agreement, dated June 30,
2000, between Worldwide Wireless and AMRO International, S.A. and
Trinity Capital Advisors, Inc.
10.11* Registration Rights Agreement dated June 30, 2000, between Worldwide
Wireless and AMRO International, S.A. and Trinity Capital Advisors,
Inc.
10.12* Employment Agreement with Charles Bream dated January 1, 2000
10.13* Consultant Agreement, dated July 12, 2000, between Worldwide Wireless
and Columbia Financial Group
10.14* Consultant Agreement, dated November 2000, between Worldwide Wireless
and Columbia Financial Group
10.15** Worldwide Wireless and Sinclair Davis Trading Corporation
10.16*** Share Purchase Agreement, dated March 30, 2001, between Worldwide
Wireless and Universal Business Insurance, Inc.
10.17*** Settlement Agreement, dated April 17, 2001, between Worldwide Wireless
and Pacific Industrial Partners
10.18*** Share Purchase Agreement, dated April 23, 2001, between Worldwide
Wireless and Feldhake, August & Roquemore LLP
11.1 N/A
12.1 N/A
13.1 N/A
14.1 N/A
15.1 N/A
16.1 N/A
17.1 N/A
18.1 N/A
19.1 N/A
20.1 N/A
21.1* Subsidiaries of the Registrant
22.1 N/A
23.1*** Consent of Independent Public Accountant dated April 20,2001, 2001,
for year-end financial statements
23.2*** Consent of Feldhake, August & Roquemore LLP
99.1* Press release dated May 8, 2000 by Worldwide Wireless and announcing
the purchase of the assets of 1st Universe Internet
99.2* Resolution of the Board of Directors of Worldwide Wireless dated July
19, 2000 authorizing the issuance of shares to Technology Equity Fund
Corporation
99.3* Resolution of the Board of Directors of Worldwide Wireless dated May
15, 2000 authorizing the issuance of shares to The Oxford Group
99.4* Resolution of the Board of Directors of Worldwide Wireless dated June
1, 2000 authorizing the issuance of shares to Schumann & Associates
99.5* Resolution of the Board of Directors of Worldwide Wireless dated
October 18, 2000 authorizing the amendment of the Warrant Agreements
with Columbia Financial Group, Inc. to amend the exercise price of the
warrants
* As previously filed with the Form SB-2/A on November 21, 2000
** As previously filed with the Form SB-2 on March 15, 2001
*** Filed herewith
ITEM 28: UNDERTAKINGS
The undersigned registrant will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section (10)(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in the volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(4) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of Worldwide Wireless pursuant to the above mentioned
provisions, or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission this indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable.
(5) In the event that a claim for indemnification against these
liabilities (other than the payment by us of expenses incurred or paid
by a director, officer or controlling person of Worldwide Wireless in
the successful defense of any action, suit or proceeding) is asserted
by a director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether this
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of this issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orange, State of California, on April 24, 2001.
Worldwide Wireless Networks, Inc.
- ------------------------------------
(Registrant)
By: /s/
------------------------------------
Jerry Collazo, Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- ----
/s/ Chief Executive Officer April 24, 2001
- ------------------------------
Jerry Collazo
/s/ Chief Financial Officer and April 24, 2001
- ------------------------------ Principal Accounting Officer
Jerry Collazo