For the Fiscal Year Ended March 31, 2001                                                                         Commission File Number 0-08507

               NEVADA                                                                                                                                       75-1441442
(State or other jurisdiction of                                                                                                 (I.R.S. Employer Identification No.)
incorporation or organization)

1400 South Broadway, Suite 202, Edmond, Oklahoma                                                                             73034
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (405) 715-2926

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

Check whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained in this form, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.             .

Registrant's revenues for its most recent fiscal year were $1,385.00.

As of June 29, 2001, the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, was $3,647,529.

As of June 29, 2001, there were 58,100,122 shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes              No   X  

DOCUMENTS INCORPORATED BY REFERENCE:  None

i

      Certain statements contained with this report may be deemed "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, the "Private Securities Litigation Reform Act of 1995"). All statements in this report other than a statement of historical fact are forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which could cause actual results and performance of the Company to differ materially from such statements. The words "believe," "expect," "anticipate," "intend," "will," and similar expressions identify forward-looking statements. Forward-looking statements contained herein relate to, among other things, (i) the ability of the Receiver to locate and recover assets of the Company; (ii) the appointment of officers for the Company; (iii) the ability of the Company to enter into a business combination or merger; (iv) the ability or inability to continue operations using the Business Plan; (v) the Company's ability to develop or adopt new and existing technologies in the conduct of its operations; (vi) anticipated financial performance; (vii) ability to comply with the Company's general working capital requirements; (vii) the outcome of the various lawsuits; and (viii) the cancellation of shares of the Company's common stock issued without consideration or in violation of applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such statements. We undertake no obligations to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

1

     In November 1999, the Company executed an Agreement in Principle and Letter of Understanding (the "Letter of Understanding") with Broadcom Wireless Communications Corporation ("Broadcom"), after extensive negotiations with Donald L. Knight ("Knight"). Pursuant to the Letter of Understanding, the Company, in principle, agreed to be acquired by Broadcom.  Broadcom would be the controlling shareholder of the Company upon the consummation of the stock issuances described in the Letter of Understanding. Except for the issuance of 4,400,000 shares of common stock for $55,000, each of the other stock issuances described in the Letter of Understanding, totaling 48,000,000 shares, were made based on the representations of Broadcom and Knight that Broadcom either had valuable assets to exchange for such stock, or had the rights to acquire such assets. Although 15,000,000 shares of the 48,000,000 shares remained in escrow with the Company (and were ultimately canceled in June 2000) pending receipt of documentation that Broadcom had in fact acquired such assets, an aggregate 33,000,000 shares of common stock were actually delivered to Broadcom under the Letter of Understanding, for which the Company reported, in previous filings with the Securities and Exchange Commission (the "SEC"), the receipt of various assets and contract rights. See "--THE BACKGROUND OF BROADCOM'S ACQUISITION EFFORTS -- The Letter of Understanding." Immediately after the stock issuances, Broadcom owned of record approximately 64% of the outstanding common stock of the Company, and until May of 2000, exerted control of the Company.

     On April 13, 2000, the Company received an administrative subpoena from the Oklahoma Department of Securities that requested, inter alia, the production of all documents in the possession of the Company relating to transactions with Broadcom, as well as the underlying transaction giving rise to the Broadcom stock issuances.

     On June 22, 2000, the Securities and Exchange Commission ("SEC") issued an order directing a private investigation of the Company's stock issuances to Broadcom relating to potential violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, as amended (the "Securities Act"), Section 19(b) and 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rules 10b-5, 12b-20, 13(a)11 and 13a-13 thereunder. The Company began producing documents in response to the SEC's subpoena and cooperating with the investigation.

     On August 11, 2000, the SEC filed a complaint in the United States District Court for the Western District of Oklahoma (the "Court") against the Company and Ivan W. Webb ("Webb"), the then President and Director of the Company, and others, including Knight, Broadcom, and certain other entities affiliated with the Broadcom Group. The complaint is styled Securities and Exchange Commission v. Broadband Wireless International, Corporation, Broadcom Wireless Communications Corporation, Ivan W. Webb, and Donald L. Knight, Defendants, and Black Giant Resources Corporation, Broadband Wireless Communications Corporation, Medscan Technologies, Inc., and Kimberly Knight, Relief Defendants (United States District Court for the Western District of Oklahoma, CIV 00-1375) (the "SEC Lawsuit"). The SEC Lawsuit alleges various violations of federal securities laws and seeks preliminary and permanent injunctive relief, disgorgement and civil monetary penalties. In connection with the filing of the SEC Lawsuit, the SEC obtained an emergency, ex parte order appointing a temporary receiver, Peter Bradford (the "Temporary Receiver"), for the Company and a temporary restraining order enjoining the defendants from further violations of the federal securities laws and freezing their assets.

     Also on August 11, 2000, the Oklahoma Department of Securities filed a petition for permanent injunction, seeking relief similar in nature to that sought in the SEC Lawsuit. The petition is styled Oklahoma Department of Securities ex. rel. Irving L. Faught, Administrator, v. Broadband Wireless International Corporation, formerly Black Giant Oil Company, Broadband

2

Wireless Communications Corporation, Broadcom Wireless Communications Corporation, Donald L. Knight, Ivan Webb, and Tommy K. Hill, Defendants, and DLK Family Trust, England's Tea & Coffee Exchange Ltd., Kimberly Knight, Relief Defendants (District Court of Oklahoma County, CJ-2000-5851).

     In July 2000, the Company directed its outside counsel to conduct an internal investigation into all matters surrounding the attempted acquisition of control of the Company by Broadcom, Knight and others affiliated with them (the "Broadcom Group"). As a result of the investigation the Company has concluded that, not only was it the subject of a scheme by the Broadcom Group to acquire control of a public company, but that the Broadcom Group acted as statutory underwriters in the connection with the resale of the securities acquired by them from the Company, all of which, if true, constitute violations of federal and state securities laws. See "-- BACKGROUND OF BROADCOM'S ACQUISITION EFFORTS; -- ACQUISITIONS OF COMMON STOCK FROM WEBB; and -- RESALES OF SECURITIES BY THE BROADCOM GROUP."

     In October 2000, the Temporary Receiver appointed an advisory committee of interested shareholders of the Company to evaluate possible business combinations with one or more other entities, which could establish business operations producing revenues and earnings for the Company. That advisory committee consisted of Albie Shaffer of Sugarland, Texas, Dr. Ron Tripp of Norman, Oklahoma, Michael Holbrook of Edmond, Oklahoma and William Higgins of Claremore, Oklahoma. On December 21, 2000, the Board of Directors of the Company appointed three of the members of the advisory committee, Albie Shaffer, Ron Tripp and William Higgins, to vacant positions on the Board of Directors of the Company, in accordance with the Company's Bylaws. Also on December 21, 2000, Webb and Howard B. Siegel resigned from the Board of Directors of the Company. Neither Webb nor Mr. Siegel stated that their resignations were precipitated by a disagreement with the Company or any matter relating to the Company's operations. On December 28, 2000 the Board of Directors appointed Albie Shaffer as Chairman of the Board of Directors, Ron Tripp as Secretary, and Treasurer of the Company, and Ron D. Harris as Chief Operating Officer. Mr. Harris was previously a technical consultant to the Company who had been retained by the Company prior to the SEC Lawsuit. On December 28, 2000, Elizabeth Webb resigned as Secretary of the Company.  Ivan Webb resigned as president and director of the Company on December 21, 2000.

     The Company received Court approval on February 7, 2001, to immediately commence with business operations pursuant to the Business Plan, provided that the Company pay $150,000 owing under the Company's 12% convertible debenture held by Steven R. Cox. On February 9, 2001, the Company utilized its existing working capital to pay Mr. Cox $150,000 in satisfaction of the debenture held by Mr. Cox. In 2001, the Company commenced business operations pursuant to the Business Plan.

     On February 23, 2001, the Company entered into agreements with the American Bank & Trust Company of Edmond, Oklahoma and with Republic Bank of Norman, Oklahoma on March 19, 2001, to provide wireless communication services for those banks to and from their branch offices in central Oklahoma. The Company also entered into a similar agreement with McClain County Bank on May 17, 2001. The Company began realizing revenues from these clients in May 2001.

     The Company is exploring the potential for business development in Native American markets and has developed collateral materials and processes necessary to deliver qualified proposals to any nation based upon site surveys and/or campus maps.  The Company has presented several comprehensive proposal documents to various Indian Nations, including the Northern Cheyenne, Pomo, Colorado River, Chipewa-Cree, and the Seneca Nations, and expects one or more to be ratified in July 2001 by the respective Tribal Councils.  The Company believes that these markets have the potential to generate a substantial portion or all of the revenues necessary to fund the Company's operations as contemplated under the Business Plan.  

BACKGROUND OF BROADCOM'S ACQUISITION EFFORTS

     In or about July 1999, a businessman who was acquainted with the then President of the Company introduced the Company to Knight. Knight, who was looking for a public shell to acquire, represented that he had significant assets to bring into the Company that would enhance current shareholder value and revive the Company. Between July 1999 and November 1999 Knight made several proposals to the Company that involved various assets to be brought into the Company in connection with a merger transaction.

     While merger negotiations continued, Knight acquired 2,000,000 shares of the Company's common stock through a stock purchase made directly from the Company for a cash payment of $25,000, representing a purchase price per share of $.0125. The shares were actually issued 100,000 shares to Knight and 1,900,000 shares to Black Giant Resources, Inc. ("Black Giant Resources"), an Oklahoma corporation owned by Knight and two other individuals, Donald E. Dickson ("Dickson") and Curtis Wilson, Sr. ("Wilson").

THE LETTER OF UNDERSTANDING

     On November 1, 1999, the Letter of Understanding was executed, between the Company and a company called Broadcom Wireless Communications Corporation ("Broadcom"). Broadcom is an Oklahoma corporation incorporated on October 22, 1999, and is owned by Knight, Dickson and Wilson.

     The Letter of Understanding described certain issuances of stock that would be made in connection with cash payments by Broadcom or the contribution by it of various assets or contract rights to the Company. Except for the issuance of 4,400,000 shares of common stock for $55,000 cash, each of the other stock issuances described in the Letter of Understanding, totaling an aggregate of 48,000,000 shares, were made based on the representations of Broadcom and Knight that Broadcom either had valuable assets to exchange for such stock or had the rights to acquire such assets. The assets or contract rights to be contributed by Broadcom to the Company included the following:

• a 50% interest in mineral leases covering 4,300 acres in Larue County, Kentucky (the "Kentucky Gas Properties"), in exchange for 5,000,000 shares of the Company's common stock. The leases were represented to have 9 recently drilled, but uncompleted gas wells to have a purported value of $1,000,000. An additional 13,000,000 shares were to be issued and held in escrow upon completion of the wells if it were shown that the wells could substantiate a value of $2,000,000.

• a 40% interest in GetMore Wireless, a retail seller of cellular telephones and pagers represented to have at least 3 locations in Oklahoma, in exchange for 10,000,000 shares of the Company's common stock. At the time, Broadcom claimed to have a letter of intent with GetMore Wireless and Ron Baker & Associates to acquire the 40% interest. The shares were to be released when Broadcom delivered to the Company an executed contract showing that the interest in GetMore Wireless had been fully paid.

• a 50% interest in GetMore Communications, a newly formed corporation with plans to provide wireless Internet access across the United States, in exchange for 10,000,000 shares of the Company's common stock. Broadcom represented that it had a letter of intent to acquire the 50% interest in GetMore Communications in exchange for providing funding to such company for transmitting towers. The shares were to be held in escrow pending a definitive agreement between Broadcom and GetMore Communications, and Broadcom meeting the funding requirements associated with the venture. The shares were to be released incrementally as each site was funded.

4

• Broadcom's rights in a contract (the "Broadcom/Global Access Agreement") it purported to have with Global Access ("Global Access") for the sale of long distance minutes to Mexico, in exchange for 10,000,000 shares of the Company's common stock. The documents Broadcom provided to the Company indicated that it had an agreement with Global Access, a Wyoming corporation owned and controlled by Tommy K. Hill ("Hill"), for a one-third interest in the net profits attributable to Global Access' interest in a joint venture between it and iTell, Inc. ("iTell"), a Delaware corporation owned and controlled by Sergio Ado ("Ado"). The Global Access/iTell agreement was to provide long distance service to a Mexican carrier under a two-year contract. The Broadcom/Global Access Agreement, which purported to provide a revenue source of not less than $140,000 per month, apparently was conditioned on Broadcom furnishing, or funding the acquisition of, certain telecommunications switches.

     Although 15,000,000 shares of the 48,000,000 shares remained in escrow with the Company (and were ultimately canceled in June 2000) pending receipt of documentation that Broadcom had in fact acquired such assets, an aggregate 33,000,000 shares of common stock were actually delivered to Broadcom under the Letter of Understanding, for which the Company reported, in previous filings with the SEC, the receipt of various assets and contract rights.

The Kentucky Gas Properties Transaction

     Subsequent to the execution of the Letter of Understanding, Webb rejected the Kentucky Gas Properties as a suitable asset to be contributed to the Company in exchange for shares, inasmuch as Broadcom could not convey clear title to the properties. Accordingly, on December 30, 1999, the Company, Broadcom, and Broadband Wireless Communications Corporation ("Broadband Wireless-Oklahoma"), an Oklahoma corporation incorporated on January 3, 2000, and owned by Knight, Dickson, and Wilson, entered into an agreement (the "Modification Agreement") modifying the Letter of Understanding and indicating that the Kentucky Gas Properties were no longer a part of the agreement. On June 30, 2000, the Company formally canceled the issuance of the 5,000,000 shares issued in connection with this transaction and held in escrow since their issuance.

     Under the Letter of Understanding, an additional 13,000,000 shares were issued and held in escrow for release to Broadcom if, upon completion of the wells attributable to the Kentucky Gas Properties, the wells had a value of $2,000,000. Since the Kentucky Gas Properties were no longer a part of the agreement, Broadcom negotiated with the Company to substitute other assets in order that it might receive the 13,000,000 shares held in escrow. On January 20, 2000, Broadband Wireless-Oklahoma entered into an agreement (the "Tryco Agreement") with Global Access New Millennium, Inc. ("GANMI") "to effectuate the purchase, by Black Giant Oil Company [referring to the Company] . . . of [a one-third equity interest in the] shares, interest and equity of Tryco, Inc. ["Tryco"] currently held by Global Access New Millennium, Inc." Under the terms of the agreement, Broadband Wireless-Oklahoma was to pay GANMI $50,000 within 30 days, which funds were to be used to pay the expenses of another party, First Diversified Financial Services ("FDFS"), the placement agent for a $25 million private placement offering to be conducted by GANMI. Although the Company was not a signatory to the agreement, the agreement also provided that the Company was to immediately wire-transfer $10,000 to FDFS, which was to serve as a deposit for GANMI's private placement fees, with an additional $90,000 to be paid to FDFS no later than January 28, 2000. Finally, the agreement provided that the Company would issue to GANMI a convertible debenture in the amount of $2,500,000. On January 24, 2000, the 13,000,000 shares previously issued and held in escrow for the Kentucky Gas Properties were released to Broadcom, in consideration for the Tryco deal brought to the Company by Broadcom.

     The Company later realized that GANMI's representations in the Tryco Agreement that GANMI owned Tryco were false. In fact, the Company discovered subsequently that GANMI did not enter into a contract to acquire Tryco until February 1, 2000. To the Company's knowledge, GANMI has never consummated its acquisition agreement with Tryco, and thus, the one-third interest in Tryco has never been conveyed to the Company as required under the Tryco Agreement.

      The GetMore Wireless Transaction

     On November 24, 1999, Broadcom entered into an agreement (the "GetMore Wireless Agreement") with Ron Baker ("Baker") and Gary Duke ("Duke"), the principals of GetMore Wireless, that memorialized the letter of intent referenced in the Letter of Understanding regarding Broadcom's acquisition of a 40% interest in the retail store operations. In addition, Broadcom was to pay to Baker and Duke a total of $200,000 in four installments of $25,000 each beginning December 15, 1999

5

and ending March 15, 2000. Broadcom was also to fund additional stores at the rate of $50,000 per store and was to place $800,000 in escrow by January 17, 2000 to cover the funding obligation. On December 28, 1999, an assignment was executed pursuant to which Broadcom's rights in the GetMore Wireless Agreement were assigned to the Company. The assignment acknowledged the transfer from Broadcom to Baker and Duke of the 1,000,000 shares of common stock required under the GetMore Wireless Agreement and the partial payment of the money due under the agreement. However, the assignment reflected it was not intended to act as a release of any of the other funding obligations of Broadcom under the agreement.

     On December 30, 1999, the 10,000,000 shares held in escrow for the GetMore Wireless transaction were released to Broadcom based upon its stated acquisition of the 40% interest in GetMore Wireless and assignment of such interest to the Company. Later on March 3, 2000, Baker and Duke executed an assignment transferring to Broadcom the remaining 60% interest in the GetMore Wireless retail operation in exchange for 2,000,000 shares of the Company's common stock. On the same day, Broadcom assigned to the Company, in exchange for 5,000,000 shares of the Company's common stock, the 60% interest that it had purportedly just acquired from Baker and Duke.

      On June 30, 2000, Duke and Baker filed an action against Broadcom alleging that Broadcom breached the contract and committed fraud in connection with the GetMore Wireless Agreement. The Company entered into a Settlement Agreement with Baker, Duke, Aarow and GetMore Wireless which was approved by the Court on October 17, 2000. See Part I, Item 3 "Legal Proceedings."

     The GetMore Communications Transaction

     On the same date as the GetMore Wireless Agreement, November 24, 1999, Broadcom entered into another agreement with Baker and Duke (the "GetMore Communications Agreement") relating to the GetMore Communications wireless Internet venture referenced in the Letter of Understanding. The GetMore Communications Agreement provided that Broadcom was to receive a 50% interest in a joint venture between Broadcom and a Baker/Duke entity formed to deploy wireless Internet services. In consideration of the 50% interest, Broadcom committed to provide the joint venture with $2,000,000 in funding, which was to be placed in escrow no later than January 17, 2000. Because of Baker's actions, as described in "--LITIGATION AGAINST BAKER AND AAROW ENVIRONMENTAL GROUP, INC.," on June 30, 2000, the Company formally canceled the issuance of the 10,000,000 shares that had been held in escrow in connection with this transaction.

     The Company entered into a Settlement Agreement with Baker, Duke, Aarow and GetMore Wireless which was approved by the Court on October 17, 2000. See Part I, Item 3 "Legal Proceedings."

     The Global Access Transaction

     Pursuant to the Modification Agreement, Broadcom was stated to have fulfilled its obligations under the Broadcom/Global Access Agreement with cash and other consideration, rather than providing the switches as contemplated in the original agreement. After the Company received an assignment signed by Hill indicating that Broadcom had satisfied its performance obligations under the agreement, the Company agreed to release the 10,000,000 shares held in escrow in connection with the transaction and further agreed to issue an additional 5,000,000 shares to Broadcom if it were successful in acquiring the switches and obtaining an increased participation in the revenues generated by the contracts of no less than an additional $140,000 per month. On March 6, 2000, Broadcom and Global Access entered into yet another agreement that made reference to previous agreements between the parties dated October 2, 1999, January 5, 2000, and January, 2000, concerning the assignment of one-third of the profits of 28,000,000 minutes to Mexico. The March 6 agreement indicated that Broadcom had yet to fund Global Access in that it called for the payment by Broadcom of no less than $250,000 to activate the network. When the Company became aware of this new agreement, Webb, on or about March 13, 2000, advanced the Company $150,000 of his personal funds which were sent to iTell, Global Access' joint venture partner, for the purpose of activating the network so that the promised revenue stream could commence. Additionally, Webb arranged for another party to advance $50,000 to iTell. Knight also promised to send iTell an additional $100,000 at the request of Mr. Webb (which were funds actually owed by Broadcom to Webb). Subsequently, iTell advised the Company that the funds sent by the Company had not been used by the joint venture to activate the network, but instead, had been kept by Ado as the cash portion of the consideration due for its acquisition of iTell. See "--iTELL ACQUISITION." The Company has never received any revenues from its interest in the Broadcom/Global Access Agreement.

6

ACQUISITIONS OF COMMON STOCK FROM WEBB

     As a part of Broadcom's attempt to gain control of the Company, Knight negotiated with Webb to buy not only the shares of the Company owned by Webb, but as many of the other outstanding shares as possible. Accordingly, between September 11, 1999, and December 29, 1999, Black Giant Resources or Broadcom entered into three different stock purchase agreements to acquire the Company's common stock owned by Webb and another stockholder. Only the final agreement was actually consummated as to Webb's shares, resulting in the purchase by Broadcom of 1,000,000 shares at a purchase price of $.15 per share. Subsequently, Webb sold another 1,000,000 shares to Black Giant Resources or Broadcom at $.35 per share and 300,000 shares for $1.00 per share, for an aggregate sale by Webb of 2,300,000 shares (the "Webb Shares") for a total consideration of $800,000 cash.

     All of the Webb Shares were "restricted securities," as such term is defined in paragraph (a) (3) of Rule 144 under the Securities Act ("Rule 144") and, accordingly, could only be resold publicly pursuant to registration of such securities under the Securities Act or, alternatively, pursuant to the provisions of Rule 144. In spite of the status of the Webb Shares as restricted securities, Broadcom, Black Giant Resources and Broadband Wireless-Oklahoma (together with their affiliates, including Knight, Dickson and Wilson, collectively, the "Broadcom Group") resold to the public all of the Webb Shares, in apparent violation of the Securities Act. In making such sales, the Broadcom Group made written representations to the purchasers that the shares would become freely tradable within a very short period of time after the sale, typically within 90 days. The Company believes that the Broadcom Group in connection with their purchases of the Webb Shares misled such purchasers.

     The Temporary Receiver, on behalf of the Company, has made claims against certain shareholders who acquired their stock from Webb or through the Broadcom Group.

RESALES OF SECURITIES BY THE BROADCOM GROUP

     In addition to the resales of the Webb Shares, the Broadcom Group resold large amounts of the Company's common stock immediately after receiving it pursuant to the Letter of Understanding and otherwise. In fact, of the 61,400,000 shares received by the Broadcom Group pursuant to the Letter of Understanding or in connection with other issuances by the Company, at July 10, 2000, the Broadcom Group held of record only 18,129,617 shares, excluding shares held in the individual names of various Broadcom Group affiliates. As of the date of this Report, the Broadcom Group does not hold any shares of record. All shares held by the Broadcom Group were either transferred or canceled, with the exception of Wilson. The Company believes that sales of these securities were made to numerous individuals, in apparent violation of the Securities Act. The Company believes that many of these purchasers, whose shares were not part of the Webb Shares but were redistributions of securities acquired directly from the Company, were advised in writing by the Broadcom Group that their shares would be "freely tradable" within a 90-day window from their purchase, similar to the representations made by the Broadcom Group to the purchasers of the Webb Shares. All of the securities acquired directly from the Company by the Broadcom Group were "restricted securities" and, as such, could not be sold without registration or compliance with the exemption requirements of the Securities Act, such as Rule 144. The Company also knows of many, and believes that there may be many more, shareholders who purchased the Company's common stock from Broadcom, who have not received the shares from Broadcom. Many of these purchasers believed that they were acquiring their shares directly from the Company and that the funds were being deposited with the Company, when such was not the case. On April 9, 2001, the Board of Directors adopted a resolution that the Company would consider all claims of persons who claim to have purchased stock of the Company after July 1, 1999, but did not receive stock or received less stock than they paid. July 1, 1999, is the date of a corporate resolution by the Company to change its name from Black Giant Oil Co. to Broadband Wireless International Corporation, with control surrendered to the Broadcom Group.

     The Temporary Receiver, on behalf of the Company, is working with shareholders on a case-by-case basis, to resolve any situations in which a shareholder who meets the above criteria has not received shares for which consideration was given. The Temporary Receiver, on behalf of the Company, has also made claims against certain shareholders who acquired their stock from Webb or through the Broadcom Group and a number of shares have been returned to the Company and have been canceled as illegally issued or issued without consideration.

7

CURRENT STATUS OF RELATIONSHIP BETWEEN THE COMPANY AND THE BROADCOM GROUP

     All of the activities between the Company and the Broadcom Group have ceased. The Temporary Receiver has been unable to locate any assets of Broadcom or Black Giant Resources. The Company is no longer exploring its options with respect to the transactions that were the subject of the Letter of Understanding, and the Broadcom Group no longer owns any shares of common stock of the Company, with the exception of Wilson. See "--ACTIVITIES OF THE TEMPORARY RECEIVER."

THE FORM S-8 REGISTRATION

     In April 2000, the Company filed a registration statement on Form S-8 (the "Form S-8"), ostensibly registering an aggregate of 8,000,000 shares issuable in connection with the Company's employee stock grant and stock option plans (the "S-8 Shares").

     As of July 10, 2000, the Company had issued 7,250,000 shares of common stock that were registered under the Form S-8. The Company believes that the registration of the S-8 Shares was used, in part, as a means to distribute securities to the public without the protections of registration under Section 5 of the Securities Act and in violation of the Securities Act.

     Certain of the ostensible "consultants" who received S-8 Shares immediately distributed them to persons believed by the Company to have purchased restricted securities from the Broadcom Group, but who had been promised "free-trading" shares. Many of these purchasers contacted the Company to demand the receipt of their "free-trading" shares, indicating that the Broadcom Group represented that the securities purchased would become "free-trading" within 90 days of Webb's departure from the Company because Webb would no longer be considered an affiliate under Rule 144. However, the provisions of Rule 144(k) do not apply to one who purchases the securities of a person who is an affiliate at the time of the sale. The Broadcom Group has stated to the Company that it relied on the representations of Webb in making such promises.  Although Webb has stated that he made no such representations to the Broadcom Group, he did inform the Company that he participated in the preparation of the Form S-8 in the belief that it was necessary to protect the purchasers of the Webb Shares.  The purchasers of the Webb Shares were told that they would receive freely tradable shares within 90 days of Webb's departure from the Company. Webb has advised the Company that, after the registration of the S-8 Shares, he discovered that there were far more of the S-8 Shares that were redistributed than the number of Webb Shares. The Company believes that the Broadcom Group utilized the Form S-8 as a conduit to provide freely tradable shares of the Company's common stock to persons to whom they had sold shares bearing a legend restricting transferability.

     The Temporary Receiver, on behalf of the Company, has identified the recipients of shares of common stock registered under the Company's Form S-8 and is in the process of attempting to recover a portion of such shares from persons whom the Company believes improperly or illegally obtained shares. Lawsuits have been filed by the Company against those persons to recover the shares and/or the proceeds of those shares when they were resold. The Temporary Receiver entered into a settlement agreement on or about December 24, 2000, with an individual who improperly received S-8 Shares. Pursuant to the settlement agreement, an individual assigned several notes receivable to the Company for a total of about $300,000, which were to be paid out in several payments over many months, and transferred 250,000 shares of the Company's common stock to the Company.  150,000 shares of stock registered under the Form S-8 were issued to Genesis Market Neutral Partners, L.P. ("Genesis") as part of a settlement agreement effective March 1, 2001, in payment of consulting fees.

SUPPORT24

     On February 25, 2000, Baker, the newly named President of the Company, executed an agreement with Support24 and its shareholders to acquire 100% of Support24 in exchange for the issuance of 700,000 shares of the Company's common stock. The agreement also provided that Support 24 would sell $500,000 of the Company's debentures and retain 80% of the proceeds. In February and March, 2000, Baker issued press releases announcing the acquisition of Support24. However, on April 28, 2000, Steve Zabel of Support24 declared the February 25, 2000, agreement for the acquisition of Support24 null and void for failure of the Company to issue the 700,000 shares or provide the $400,000 in working capital as contemplated in the agreement. As a result, 5,000,000 shares of the common stock which had been issued to Broadcom in connection with Broadcom's role in bringing the acquisition to the Company were canceled on April 7, 2000.

CISCO LINE OF CREDIT

     In March 2000, the Company issued to Broadcom 5,000,000 shares of common stock for its role in negotiating a $1.6 million line of credit for the Company with Cisco Systems, Inc. (Nasdaq: CSCO). The Company intended to utilize the line of credit to fund the purchase of equipment for the installation, implementation and operation of high-speed wireless Internet

8

networks in the GetMore Communications transaction. Cisco filed a lawsuit for payment of $1.1 million due it from the Company. That lawsuit was settled by return of the equipment to Cisco and its release of any further claims against the Company.

iTELL ACQUISITION

     On March 1, 2000, Hill, as President of the International Division of the Company, entered into a Letter of Agreement to acquire 100% of iTell, the joint venture partner of Global Access (the "iTell Agreement"). See "THE LETTER OF UNDERSTANDING -- The Global Access Transaction." The purchase price for iTell was 2,000,000 shares of the Company's common stock and $200,000 in cash, the final portion of which iTell acknowledged receipt on March 27, 2000. The Company additionally agreed to assist in securing financing for iTell's operations by providing up to 10,000,000 shares of the Company's common stock for use as collateral in securing project financing.  In connection with the transaction, the Company issued 1,000,000 shares of its common stock to Global Access and 1,000,000 shares of common stock to Broadcom.

     In the Form 8-K reporting the iTell acquisition, the Company reported, based on information provided by Hill, that iTell was an international telecommunications carrier with substantial assets and significant potential monthly income. None of the representations made by Hill in the Form 8-K could be substantiated by the Company. Commencing in May 2000, in preparation for the Company's 10-KSB for fiscal year ended March 31, 2000, the Company began pressing for documentation of the information reported in the Form 8-K, as well as in several press releases. Although the Company sent its counsel to the offices of iTell on May 31, 2000 to obtain the requested information, Ado (who on May10, 2000 had become a director of the Company), refused to release any documentation.

     The failure to obtain the requested documentation made it impossible to verify the veracity of the statements made regarding iTell. Hill, who had negotiated the iTell acquisition agreement on behalf of the Company, and in fact, had received (through Global Access, the company owned by him) 1,000,000 shares of common stock in connection with the transaction, had repeatedly assured the Company that the necessary documentation was forthcoming, and specifically, that an audit of iTell, which was necessary to supplement the Form 8-K disclosure of the acquisition, was in progress.

     After being informed of Ado's refusal to provide the requested documentation, the Board of Directors held a special meeting on June 6, 2000. During that meeting, Hill and Ado resigned from the Board. On June 7, 2000, Ado delivered a memorandum outlining the conditions necessary "for the inclusion of iTell as a wholly owned subsidiary of BBAN." The memorandum indicated that Ado had repudiated the iTell Agreement and that iTell was not a wholly owned subsidiary of the Company. Webb sent a letter to Hill and Ado concerning the repudiation of the iTell Agreement advising them that a stop transfer had been placed on the securities issued to them in connection with the transaction and demanding the immediate return of their shares. The Company has since filed suit against Hill, Ado, and iTell seeking to recover the monies paid in connection with the transaction, the return of the shares, and for damages caused to the Company.  See "Part I, Item 3, Legal Proceedings."

ACQUISITION OF JARVIS ENTERTAINMENT GROUP, INC.

     On April 4, 2000, Broadcom, in a letter signed by Knight, entered into a letter of intent with the Jarvis Entertainment Group, Inc. (the "Jarvis Group") in which he stated that, as the largest shareholder of the Company, he intended to facilitate the Company's purchase of the Jarvis Group. Based on the representations of Knight regarding the Jarvis Group, two days later, on April 6, 2000 a letter of intent was entered between the Company and the Jarvis Group to acquire 100% of the Jarvis Group in exchange for 50,000,000 worth of the Company's restricted stock and cash or cash equivalents of $5,000,000, 500,000 shares of the Company's common stock, which would be registered, and 5,000,000 shares of restricted stock which was to be used for funding purposes. On April 7, 2000, Knight advised the Jarvis Group that the Company had agreed to register 500,000 shares under a Form S-8 registration statement so that John Jarvis, the President of the Jarvis Group, would have free trading shares, and that Broadcom would, if necessary, exchange 500,000 of its own free trading shares for any shares Jarvis might receive from the Company in connection with the transaction. Knight later signed an agreement with the Jarvis Group on behalf of Black Giant Resources in which Black Giant Resources agreed to provide the Jarvis Group with an agreement ratified by the Company for the purchase of the Jarvis Group by May 2, 2000. In the agreement between Black Giant Resources and the Jarvis Group, the Jarvis Group agreed to sell its assets for 500,000 non-restricted shares of the Company's common stock, the payment of $1,000,000 in cash within 45 days of the stock issuance and cash of $35,000,000 within 18 months, payable in quarterly increments of no less than $5,000,000. An agreement with the Jarvis Group has never been

9

consummated under the terms of the letter of intent, and the Company has determined not to proceed with the proposed transaction under the terms outlined in such letter of intent.

     On June 9, 2000, the Company and the Jarvis Group entered into an "Expression of Mutual Interest," pursuant to which the Company expressed its desire to continue discussions with the Jarvis Group regarding a merger or other similar transaction between the companies, but stating that any such transaction would be subject to the completion of satisfactory due diligence, the receipt by the Company of an opinion of an independent financial advisor that any merger consideration is fair to the shareholders of the Company, and the negotiation and execution of definitive transaction documents.

     After June 30, 2000, the Company entered into a letter of intent with the Jarvis Group to form a joint venture limited liability company for the purpose of deploying broadband wireless connectivity. The proposed joint venture, which was subject to the execution of definitive joint venture agreements, was to have an initial capitalization of $1.35 million, $450,000 of which was to be contributed by Jarvis in cash and equipment upon the execution of the definitive joint venture agreements, with the remaining $900,000 to be contributed by the Company in two installments upon the achievement of certain joint venture milestones. On July 28, 2000, at a meeting between Webb and John Jarvis, the President of the Jarvis Group, the Company was informed that the funding for the Jarvis Group's cash portion of the initial capita requirement was to come from sales of the Company's common stock in the hands of third parties. Based on that information, the Company determined not to pursue further any transaction with the Jarvis Group, due to concerns about any funding involving the sale of the Company's securities.

ACTIVITIES OF THE TEMPORARY RECEIVER

     Pursuant to the order entered by the Court in the SEC Lawsuit on August 11, 2000, the Temporary Receiver has filed with the Court five reports, dated September 15, 2000, October 31, 2000, January 4, 2001, April 6, 2001, and May 15, 2001, all of which are either attached as exhibits hereto or are incorporated by reference from previous filings with the SEC.

     As reflected in the reports, the Temporary Receiver has been engaged in locating assets of the Company, the Broadcom Group, and Webb. In addition the Temporary Receiver has entered into several settlement agreements with third parties which have provided revenues for operation of the Receivership and the payment of outstanding indebtedness during the reporting period. Webb surrendered books and records of the Company to the Temporary Receiver and was not active in the management of the Company from August 11, 2000, to December 21, 2000, when he resigned as President and as a member of the Board of Directors.

     The Temporary Receiver has also been in communication with third parties who are interested in entering into a business combination or merger with the Company which could result in the Company commencing or joining with such third parties for the purpose of operating a communications business.

    The Company, as of the date of this Report, has no governmental licenses and no research and development expenses.  The market for wireless service has numerous competitors.  The Company has therefore sought customers in "niche" markets where less competition exists.

EMPLOYEES

     The Company has a total of three employees, all of whom are full time. Pursuant to the Court's Order permitting the Company to commence business operations, it has engaged Ron Harris of Edmond, Oklahoma as Chief Operating Officer of the Company and Mr. John Shawver as technical assistant to Mr. Harris, as well as Ms. Christella Allen of Austin, Texas as a marketing consultant to the Company in connection with Native American market opportunities.

10

iTELL LITIGATION

     On June 22, 2000 the Company filed a civil action in the District Court of Oklahoma County, State of Oklahoma against Ado, Hill, and iTell, seeking to recover the monies paid in connection with the failed acquisition of iTell, the return of shares of common stock issued by the Company to Ado, Hill, and iTell in connection with the failed transaction, and for damages caused to the Company. The Company has alleged breach of contract and has requested judgment in an amount in excess of $10,000. Due to the subject matter of the suit and the subsequent SEC Lawsuit, the iTell litigation has not been pursued. At this time, it is undetermined whether the Company will pursue the matter and whether any recovery is likely. The action is styled Broadband Wireless v. Sergio Ado, et.al., Case No. CJ-2000-4602.

NEWHOUSE LITIGATION

     On September 8, 2000, the Company filed a civil action in the United States District Court for the Western District of Oklahoma against William G. Newhouse, III, an alleged beneficial 10 percent shareholder of the Company, for violations of state and federal securities laws and regulations. The Company sought a judgment in the amount of $293,749.70, with interest. On March 14, 2001, Newhouse and the Company entered into a settlement agreement. Pursuant to the terms of the settlement agreement, a judgment was entered against Newhouse in the sum of $247,543.70. Newhouse has represented that he has no assets available to pay the judgment. The Temporary Receiver has agreed to not enforce of the judgment until Newhouse's net worth equals or exceeds $220,000, at which time the Temporary Receiver, the Company, or the Company's surviving entity, assigns, or successors in interest may execute on the judgment. In addition, Newhouse surrendered to the Temporary Receiver 271,800 shares of Company stock.  See Note 15 at page F-17.  There are no assurances that the Company will collect any amount under the settlement agreement.

DICKSON LITIGATION

     On September 9, 2000, the Company filed a civil action in the United States District Court for the Western District of Oklahoma against Dickson, an alleged beneficial 10 percent shareholder of the Company, for violations of state and federal securities laws and regulations. See Part 1, Item 1, "Background of Broadcom's Acquisition Efforts." The action seeks damages on several causes of action, each in excess of $75,000. The case is set for the trial docket of October 1, 2001. It is anticipated that the Company will likely prevail on a number of the claims asserted. The Company has recently determined that, due to Dickson's financial status, it is unlikely that there will be any recovery on any judgment obtained by the Company. The action is styled Broadband Wireless International Corporation, by and through Peter B. Bradford, Receiver v. Donald E. Dickson, Case No. CIV-00-1833-M.

11

WILSON LITIGATION

     On September 8, 2000, the Company filed a civil action in the United States District Court for the Western District of Oklahoma against Wilson, an alleged beneficial 10 percent shareholder of the Company, for violations of state and federal securities laws and regulations. See Part 1, Item 1, "BACKGROUND OF BROADCOM'S ACQUISITION EFFORTS." The action seeks damages on several causes of action, each in excess of $75,000. The case is set for the trial docket of October 1, 2001. It is anticipated that the Company will likely prevail on a number of the claims asserted, including recovery on a promissory note executed by Wilson in favor of the Company. The amount likely to be recovered on any of the other claims is undeterminable at this stage of the litigation, although Wilson appears to have assets and recovery of amounts due on any judgment obtained is possible. The action is styled Broadband Wireless International Corporation, by and through Peter B. Bradford, Receiver v. Curtis H. Wilson , Sr., Case No. CIV-00-1567-W.

LITIGATION AGAINST BAKER AND AAROW ENVIRONMENTAL GROUP, INC.

     On March 20, 2000, Baker tendered his resignation as President of the Company, and Webb became President once more. In the letter of resignation, Mr. Baker specifically stated that he was not resigning his position as a director of the Company or as its Chief Operating Officer. Approximately six weeks later, on May 3, 2000, Mr. Baker tendered his resignation as a member of the Board of Directors of the Company, as well as from all other offices he held with the Company. In the interim, on May 1, 2000, Aarow Environmental Group, Inc. ("Aarow") announced the acquisition of Global Wireless Technologies, Inc., an Oklahoma corporation of which Baker was the President and controlling stockholder. As a result of the acquisition, Baker became the President of Aarow, a publicly held company, as well as its largest stockholder. In connection with the acquisition, Aarow announced that its new subsidiary, renamed "Aaro Broadband Wireless Communications Corporation," would focus its efforts on fixed, wireless, broadband communications services throughout the central, western, and southwestern United States. Aarow also announced that its national headquarters was in the location of office space that Baker had leased while President of and on behalf of the Company.

     On May 24, 2000, the Company filed a petition in Oklahoma County, Oklahoma against Baker and Aarow. The petition, which sought injunctive relief and asserted claims for conversion, fraud, and misrepresentations, sought damages in excess of $10,000.

-Broadband Wireless International Corporation, f/k/a Black Giant Oil Company vs. Ronald L. Baker, AAROW Environmental Group, Inc., a/k/a AARO Broadband Wireless Communications Corporation, and GetMore Communications, Inc., Case No. CJ-2000-3816 (the "First Civil Action"), wherein the Company alleged, among other things, claims against Baker, GetMore, and Aarow for negligent misrepresentation. In the First Civil Action, Baker filed counterclaims against the Company and third party claims against other parties alleging, among other things, claims for breach of contract, violations of federal and state securities laws, fraud, and conversion.

-Broadcom Wireless Communications Corp. and Black Giant Resources Corporation vs. Ronald L. Baker, AAROW Environmental Group, Inc., a/k/a AARO Broadband Wireless Communications Corporation, and GetMore Communications, Inc., Case No. CJ-2000-5129 (the "Second Civil Action"), wherein Broadcom and Black Giant Resources Corporation alleged, among other things, claims against Baker, GetMore and Aarow for negligent misrepresentation.

12

-Gary Duke, Ron Baker, and GKD, Inc. vs. BroadCom Wireless Communications Corporation, Case No. CJ-2000-4813 (the "Third Civil Action"), wherein Duke, Baker, and GKD, Inc. alleged, among other things, claims against Broadcom for conversion and fraud.

WEBB SETTLEMENT

ADDITIONAL LITIGATION

MARKET FOR COMMON EQUITY

DIVIDENDS

     The Company has not paid cash dividends on our common stock since our inception. The Company does not anticipate paying any dividends at any time in the foreseeable future.  The Company expects to use any excess funds generated from our operations for working capital and to fund the Business Plan.

RECENT SALES OF UNREGISTERED SECURITIES

15

     From February 2000 through April 2000, the Company sold an aggregate of $700,000 of its 12% one-year convertible debentures to a total of 21 persons. The Company planned to use 80% of the proceeds from the convertible debentures for purposes relating to the proposed operations of GetMore Communications. However, although $700,000 in debentures were sold, only $450,000 was deposited into the Company's bank account. The Company believes that the remaining proceeds, $250,000, were deposited in accounts controlled by the Broadcom Group. Moreover, the Company never realized the benefits of the majority of the monies it did receive, inasmuch as the Company believes such monies inured to the benefit of Aarow, the company to which Baker moved the Company's wireless operations. See "Item 3. LITIGATION AGAINST BAKER AND AAROW ENVIRONMENTAL GROUP, INC."

     During April and May 2000, the Company issued 7,250,000 shares of common stock under the Form S-8 Registration Statement to certain individuals who were purportedly consultants. These individuals may have actually been acting as soliciting underwriters, contrary to the permitted use of Form S-8. See "Item 1. Description of Business -- THE FORM S-8 REGISTRATION STATEMENT."

Forward-looking Statements

     Certain statements contained with this report may be deemed "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, the "Private Securities Litigation Reform Act of 1995"). All statements in this report other than a statement of historical fact are forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which could cause actual results and performance of the Company to differ materially from such statements. The words "believe," "expect," "anticipate," "intend," "will," and similar expressions identify forward-looking statements. Forward-looking statements contained herein relate to, among other things, (i) the ability of the Receiver to locate and recover assets of the Company; (ii) the appointment of officers for the Company; (iii) the ability of the Company to enter into a business combination or merger; (iv) the ability or inability to continue operations using the Business Plan; (v) the Company's ability to develop or adopt new and existing technologies in the conduct of its operations; (vi) anticipated financial performance; (vii) ability to comply with the Company's general working capital requirements; (vii) the outcome of the various lawsuits; and (viii) the cancellation of shares of the Company's common stock issued without consideration or in violation of applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such statements. We undertake no obligations to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

Overview

      On August 11, 2000, the SEC initiated the SEC Lawsuit and obtained an emergency, ex parte order (the "Order") appointing Peter B. Bradford, an Oklahoma City attorney, as Temporary Receiver for the Company (and two related entities, Broadcom Wireless Communications Corporation, an Oklahoma corporation, and Black Giant Resources Corporation, an Oklahoma corporation), and also obtained a temporary restraining order enjoining the defendants from further violations of the federal securities laws and freezing their assets. Pursuant to the Order entered by Court, the Temporary Receiver has filed five reports to the Court since the date of this Order regarding activities conducted by the Temporary Receiver since his appointment dated September 15, 2000, October 31, 2000, January 5, 2001, April 6, 2001, and May 15, 2001, all of which are attached as exhibits hereto (together, the "Receiver's Reports"). The Receiver's Reports indicate that the Company had no business activities or operations as of March 31, 2001. As reflected in the Receiver's Reports, the Receiver has been engaged in locating assets of the Company along with assets of the other SEC Lawsuit defendants, Broadcom, Black Giant Resources Corporation, Ivan Webb, Donald L. Knight, and Kimberly Knight.

16

      In December 2000, the Board of Directors considered adopting the Business Plan, which describes a wireless Internet service provider business in the greater Oklahoma City geographical market. The Company conducted test applications of the wireless operations described in the Business Plan in Edmond and Norman, Oklahoma. These tests were successfully completed in December 2000. After reviewing the reports of the tests, the Board of Directors approved the Business Plan. In February 2001, the Receiver submitted the Business Plan to the Court for approval. The Company received Court approval on February 7, 2001, to immediately commence with business operations pursuant to the Business Plan.

      The Company is in communication with third parties who are interested in entering into a business combination or merger with the Company which could result in the Company commencing, or joining with such third parties to operate, a communications business. All current communications are exploratory only, and there are no assurances that a potential combination or merger or other business purchase arrangement involving the Company will be realized.

     On February 23, 2001, the Company entered into agreements with the American Bank & Trust Company of Edmond, Oklahoma and with Republic Bank of Norman, Oklahoma on March 19, 2001, to provide wireless communication services for those banks to and from their branch offices in Central Oklahoma. The Company also entered into a similar agreement with McClain County Bank on May 17, 2001. The Company began realizing revenues from these clients in May 2001.

     The Company is exploring the potential for business development in Native American markets and has developed collateral materials and processes necessary to deliver qualified proposals to any nation based upon site surveys and/or campus maps. The Company believes this business sector will provide recurring revenues. The Company has presented several comprehensive proposal documents to various Indian Nations, including the Northern Cheyenne, Pomo, Colorado River, Chipewa-Cree, and the Seneca Nations, and expects one or more to be ratified in July 2001 by the respective Tribal Councils.  The Company believes that these markets have the potential to generate a substantial portion or all of the revenues recurring to fund the Company's business operations as contemplated in the Business Plan.

     The Company's economic development initiatives for the Northern Cheyenne Nation provide for the Northern Cheyenne Nation to install and implement the Company's solutions (as subcontracted labor) in the reservations in a five-state area around Montana. The Company believes it is positioned to provide the technical solutions and necessary tools and training to assist the tribes in developing their own technical support and installation staff. These communities are technology and job deprived, and we have garnered much attention to bring a cost-effective, communications infrastructure and jobs to these underserved markets. Our goal is to install and implement at least one wireless, re servation-network per month of the similar size and magnitude as that proposed to the Northern Cheyenne Nation. AITEC (the American Indian-owned contractor with whom we have developed a strategic relationship) is prepared for this "run-rate." We have recently participated in the NIBA (Native Indian Business Association) conference in Albuquerque, New Mexico in an attempt to market our capabilities. There are no assurances that we will obtain the contracts described above or realize our installation goal.

Revenues

Total revenues of the Company for the 12 months ended March 31, 2001, and 2000, were $1,385 and $2,990 respectively, a decrease of $1,505.

Operating Expenses

Operating expenses of the Company for the 12 months ended March 31, 2001, and 2000, were $942,819 and $127,786, respectively, an increase of $815,033. The increase is largely attributable to an increase in professional services necessitated by the SEC Lawsuit and the resulting Receivership.

Liquidity and Capital Resources

      The Company continues to have extremely limited liquidity and its primary source of funds is currently restricted to the activities of the Temporary Receiver in seeking to marshal the assets of the Company and pursue all claims of the Company. From the date of his appointment on August 11, 2000, to June 29, 2001, the Temporary Receiver recovered approximately $850,000, which funds have been or will be used to offset other obligations of the Company.  The Temporary Receiver has also recovered approximately $300,000 in notes, real estate, and personal property, which will be liquidated to provide operating capital to the Company.

17

      The Company has initiated the Business Plan pursuant to the February 7, 2001 order of the Court. In May 2001, the Company realized revenues of approximately $1,800 from the three existing contracts for wireless Internet services. These contracts are expected to generate approximately $1,600 in monthly revenues for the next 6 months.

The financial statements of the Company are incorporated by reference from pages F-1 through F-24 of the attached Appendix, and include the following:

                                                                                                                                                                                    Page

(2) Balance Sheets as of March 31, 2001 and 2000                                                                                            F-3

(3) Statements of Operations for Years Ended March 31, 2001
      and 2000                                                                                                                                                             F-5

(4) Statements of Changes in Stockholders' Equity for Years
      Ended March 31, 2001 and 2000                                                                                                                    F-7

(5) Statements of Cash Flows for Years Ended March 31, 2001
      and 2000                                                                                                                                                             F-9

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With 16(a) of the Exchange Act

      The following information is furnished for each person who serves as an executive officer or director of the Company as of June 29, 2001. The Board of Directors currently consists of three members, Albie Shaffer, Dr. Ron Tripp, and William Higgins, all of whom were appointed to vacant positions on the Board in December of 2000 by Ivan Webb and Howard Siegel who were then the only members of the Board of Directors. Webb and Siegel also resigned in December 2000.

     The following table sets forth the compensation paid by the Company to the Chief Executive Officer and the Chief Operating Officer (the "Named Executive Officers"). None of the Named Executive Officers received any compensation in fiscal years ended 2001, 2000, or 1999, unless indicated.

DIRECTOR COMPENSATION

      The members of the Board of Directors do not receive regular compensation for serving on the Board of Directors. However, on May 25, 2001, the Options Committee of the Board of Directors of the Company voted to grant nonqualified options to members of the Board of Directors as follows: Albie Shaffer, 200,000; Ron Tripp, 100,000; and William Higgins, 100,000. The exercise price on the options is to be $.08 per share, the closing bid price of the common stock on the date of grant. The options are exercisable as to 25% of the underlying shares of common stock after three months, an additional 25% after six months, an additional 25% after nine months, and are fully exercisable after 12 months.

       On June 30, 2000, the Board of Directors ratified the grant of warrants to the Advisory Committee to compensate them for their services provided and to be provided as members of the Advisory Committee. Each member of the Advisory Committee was granted 150,000 warrants that were immediately exercisable entitling the holder thereof to purchase 150,000 shares of the Company's common stock, with the exercise price of such warrants to be equal to $0.0625, the closing price of the Company's common stock on the date of grant.  The Temporary Receiver is currently investigating whether the warrants granted on June 30, 2000, were validly issued.

EMPLOYMENT AGREEMENTS

      The Company has an employment agreement with Mr. Harris. Mr. Harris' employment agreement has an indefinite term, but may be terminated by either party with 30 days notice. Mr. Harris currently receives an annual salary of $171,000. Under Mr. Harris' employment agreement Mr. Harris was entitled to performance based compensation in the form of $3,000 per month for the first three months of his employment agreement (January, February and March of 2001) as well as stock options for the purchase of 25,000 shares of common stock. The performance goals were not achieved and Mr. Harris will not receive the performance based compensation provided for in his employment agreement.

SECURITY OWNERSHIP

      The following table sets forth information as of June 29, 2001, concerning the beneficial ownership of common stock by each of the Company's directors, each Named Executive Officer, and all directors and executive officers of the Company as a group, and by each person who is known by the Company to own more than 5% of the outstanding shares of common stock. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such stock. The address for each beneficial owner is 1400 South Broadway, Edmond, Oklahoma 73034, unless otherwise indicated.

20

      In March 2000, the Company executed a promissory note to Webb in the principal amount of $150,000 bearing interest at an annual rate of 10% and payable on demand, to evidence cash advances totaling $150,000 made by Webb on behalf of the Company prior to March 27, 2000. In July of 2000, the Company executed a promissory note to Webb in the principal amount of $360,000 bearing interest at an annual rate of 10% and payable on demand, to evidence cash advances totaling $360,000 made by Webb on behalf of the Company from March 27, 2000 through July 10, 2000. Subsequent to July 10, 2000, the Company set off an aggregate $87,750 against amounts otherwise payable to Webb under the promissory notes, in recovery of certain short-swing profit liability incurred by Webb.

    The Temporary Receiver, on behalf of the Company, entered into a settlement agreement with Webb on April 19, 2000, under which Webb has agreed to transfer cash and assets to the Company with a total value in excess of $350,000, including any common stock of the Company still held by Webb. Webb has also agreed to cooperate with the Temporary Receiver in providing any required information concerning other defendants. Under the Webb settlement agreement, Webb has transferred to the Temporary Receiver $44,000 in cash, 1,720,176 shares  of Company stock, 5 tracts of Texas real estate worth $75,000, and has assigned oil and gas revenues from two producing wells.  Webb has also forgiven a $150,000 note from the Company (see Note 12 to Financial Statements).  Webb also executed a sworn affidavit concerning his net worth and is cooperating with the Temporary Receiver's investigation.  The Webb settlement is awaiting approval of the Court.

(a)  The following documents are filed as part of this report:

       (1)  Financial Statements are attached hereto as Appendix A and included herein on pages F-1 through F-24.
       (2)  The exhibits set forth on the following Exhibit Index are filed with this Report or are incorporated by 
              reference as set forth therein.

21

22

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

23

APPENDIX A

BROADBAND WIRELESS INTERNATIONAL CORPORATION

Financial Statements

Years ended March 31, 2001 and 2000





Contents

Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

Financial Statements

Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5
Statements of Stockholders' Equity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
Statements of Cash Flows  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-9
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11

F-1

Board of Directors
Broadband Wireless International Corporation
(Formerly Black Giant Oil Company)

We have audited the accompanying balance sheet of Broadband Wireless International Corporation (formally Black Giant Oil Company) as of March 31, 2001 and 2000 and the related statements of operations, changes in stockholders' equity, and cash flows for the years ended March 31, 2001 and 2000. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit 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 audit 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 Broadband Wireless International Corporation as of March 31, 2001 and 2000 and the results of its operations and its cash flows for the years ended March 31, 2001 and 2000 in conformity with generally accepted accounting principles.

On August 11, 2000, Peter B. Bradford ("Receiver") was appointed Temporary Receiver for the Company in Case No. CIV-00-1375-R in the United States District Court for the Western District of Oklahoma in an Securities and Exchange Commission enforcement action. The Order appointing Temporary Receiver enjoins all persons and entities . . . "from in any way disturbing the Receivership assets from filing or prosecuting any actions or proceedings which involves the Receiver or which affect the receivership assets.

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's significant operating losses and its working capital deficit raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Clyde Bailey P.C.