SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Speedcom Wireless Corporation
-----------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
---------------------------------------
(Title of Class of Securities)
847703105
---------
(CUSIP Number)
Steven Derby
SDS Management, LLC
53 Forest Avenue, 2nd Floor
Old Greenwich, CT 06870
(203) 967-5880
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 1, 2003
---------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]
CUSIP No. 847703105 13D Page 2 of 10 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SDS Capital Group SPC, Ltd.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions):
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Cayman Islands
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Number of 7. Sole Voting Power 8,657,396
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 0
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 8,657,396
Person With ------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,657,396
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
43.1%
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14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 847703105 13D Page 3 of 10 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SDS Management, LLC
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
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4. Source of Funds: (See Instructions)
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power 0
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 8,657,396
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With ------------------------------------------------------
10. Shared Dispositive Power 8,657,396
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,657,396
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
43.1%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 847703105 13D Page 4 of 10 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Mr. Steven Derby
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds: (See Instructions)
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
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Number of 7. Sole Voting Power 0
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 8,657,396
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With ------------------------------------------------------
10. Shared Dispositive Power 8,657,396
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,657,396
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
43.1%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 847703105 13D Page 5 of 10 Pages
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INTRODUCTION
------------
This Schedule 13D is being filed by SDS Capital Group SPC, Ltd., a
Cayman Islands corporation (the "Reporting Person"), with respect to its
beneficial ownership of shares of common stock, par value $.001 per share
("Common Stock"), of Speedcom Wireless Corporation, a Delaware corporation
("Speedcom").
On October 1, 2003, SDS Merchant Fund, LP, a Delaware limited
partnership ("SDS Merchant Fund"), assigned and transferred all of the shares of
Common Stock beneficially owned by it to the Reporting Person.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock of Speedcom Wireless
Corporation. Speedcom's executive offices are located at 7020 Professional
Parkway East, Sarasota, FL 34240.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by SDS Capital Group SPC, Ltd., a Cayman
Islands corporation. SDS Management, LLC, a Delaware limited liability company,
is the investment manager (the "Investment Manager") of the Reporting Person.
Mr. Steven Derby, a United States citizen ("Mr. Derby"), is the sole managing
member of the Investment Manager. The Reporting Person is principally engaged in
making investments. The address of the principal business office of the
Reporting Person is RK Consulting (Cayman) Ltd., P.O. Box 174865, Cayman
Corporate Center, 27 Hospital Road, Georgetown, Grand Cayman, Cayman Islands.
The address of the principal business office of the Investment Manager is 53
Forest Avenue, 2nd Floor, Old Greenwich, Connecticut 06870. The address of the
principal business office of Mr. Derby is 53 Forest Avenue, 2nd Floor, Old
Greenwich, Connecticut 06870.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) During the last five years, neither the Reporting
Person, the Investment Manager, Mr. Derby nor any
executive officer or director of the Reporting Person
has been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Reporting
Person, the Investment Manager, Mr. Derby nor any
executive officer or director of the Reporting Person
has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a
result of which such person or entity was or is
subject to a judgment, decree or final order
enjoining future
CUSIP No. 847703105 13D Page 6 of 10 Pages
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violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or
findings of any violation with respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
SDS Merchant Fund purchased 25,000 shares of Common Stock in the open
market on August 27, 2002 at $.09 per share and paid the purchase price for such
shares out of its working capital. SDS Merchant Fund acquired 570,000 shares of
Common Stock in September 2002 pursuant to a cashless exercise of a warrant held
by SDS Merchant Fund and surrendered 71,250 shares issuable upon exercise of the
warrant in connection therewith. SDS Merchant Fund acquired 227,705 shares of
Common Stock on December 26, 2002 pursuant to a cashless exercise of a warrant
and surrendered 75,901 shares issuable upon exercise of the warrant in
connection therewith. Pursuant to a letter agreement dated October 22, 2003
between Speedcom and SDS Merchant Fund (the "Letter Agreement"), SDS Merchant
Fund acquired 5,601,358 shares of Common Stock as satisfaction and repayment in
full for certain promissory notes issued by Speedcom to SDS Merchant Fund.
On January 23, 2004, the Reporting Person purchased 2,233,333 shares of
Common Stock in a private transaction for an aggregate purchase price of $67,000
pursuant to a Securities Purchase Agreement dated as of January 23, 2004 by and
among P-Com, Inc., the Reporting Person and the other purchasers named therein
(the "Securities Purchase Agreement") and paid the purchase price for such
shares out of working capital of the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION
On October 1, 2003, SDS Merchant Fund assigned and transferred all of
the shares of Common Stock beneficially owned by it to the Reporting Person.
The purpose of the acquisitions by SDS Merchant Fund and the Reporting
Person was to purchase and acquire securities of Speedcom for investment
purposes.
SDS Merchant Fund purchased 25,000 shares of Common Stock in the open
market on August 27, 2002 at $.09 per share.
SDS Merchant Fund acquired 570,000 shares of Common Stock in September
2002 pursuant to a cashless exercise of a warrant and surrendered 71,250 shares
issuable upon exercise of the warrant in connection therewith.
On December 26, 2002, SDS Merchant Fund acquired 227,705 shares of
Common Stock pursuant to a cashless exercise of a warrant and surrendered 75,901
shares issuable upon exercise of the warrant in connection therewith.
On October 22, 2003, SDS Merchant Fund acquired 5,601,358 shares of
Common Stock pursuant to the Letter Agreement. The shares of Common Stock were
acquired in satisfaction
CUSIP No. 847703105 13D Page 7 of 10 Pages
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and as repayment in full for certain promissory notes issued by Speedcom to SDS
Merchant Fund which were then outstanding. The date of issuance and the amount
of outstanding principal and accrued interest on each promissory note issued by
Speedcom to SDS Merchant Fund as of the date of the Letter Agreement is as
follows: (i) note issued on June 10, 2002 in the principal amount of $60,000
which accrued interest as of the date of the Letter Agreement of $12,500; (ii)
note issued on June 11, 2002 in the principal amount of $60,000 which accrued
interest as of the date of the Letter Agreement of $12,475; (iii) note issued on
June 12, 2002 in the principal amount of $325,000 which accrued interest as of
the date of the Letter Agreement of $67,438; (iv) note issued on April 14, 2003
in the principal amount of $100,000 which accrued interest as of the date of the
Letter Agreement of $8,000; and (v) note issued on May 8, 2003 in the principal
amount of $25,000 which accrued interest as of the date of the Letter Agreement
of $1,750. The aggregate outstanding principal amount of such promissory notes
was $570,000 with accrued interest thereon of $102,163. Pursuant to the Letter
Agreement, SDS Merchant Fund exchanged these notes for 5,601,358 shares of
Common Stock.
On January 23, 2004, the Reporting Person purchased 2,233,333 shares of
Common Stock in a private transaction for an aggregate purchase price of $67,000
pursuant to the Securities Purchase Agreement.
Except as disclosed herein, the Reporting Person does not have any
other plans or proposals which would result in: (i) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation of Speedcom or any
of its subsidiaries; (ii) a sale or transfer of a material amount of assets of
Speedcom or any of its subsidiaries; (iii) any change in the present board of
directors or management of Speedcom, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the board;
(iv) any material change in the present capitalization or dividend policy of
Speedcom; (v) any other material change in Speedcom's business or corporate
structure, (vi) any changes in Speedcom's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Speedcom by any person; (vii) causing a class of securities of
Speedcom to be delisted from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (viii) causing a class of equity securities of
Speedcom to become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (ix) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
1. The Reporting Person.
(a) Amount beneficially owned: 8,657,396 shares of Common Stock.
(b) Percent of Class: 43.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 8,657,396
CUSIP No. 847703105 13D Page 8 of 10 Pages
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(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or direct the disposition of:
8,657,396
(iv) shared power to dispose or direct the disposition of: 0
2. The Investment Manager - same as Mr. Derby, see below.
3. Mr. Derby.
(a) Amount beneficially owned: 8,657,396 shares of Common Stock.
(b) Percent of Class:43.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 8,657,396
(iii) sole power to dispose or direct the disposition of: 0
(iv) shared power to dispose or direct the disposition of:
8,657,396
During the past 60 days the Reporting Person has effected the following
transaction:
On October 1, 2003, SDS Merchant Fund assigned and transferred
6,424,063 shares of Common Stock beneficially owned by it to the Reporting
Person.
On January 23, 2004, the Reporting Person purchased 2,233,333 shares of
Common Stock in a private transaction for an aggregate purchase price of $67,000
pursuant to the Securities Purchase Agreement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
To the knowledge of the Reporting Person on the date hereof, except to
the extent set forth herein or in the Exhibits herewith, the Reporting Person
does not have any other contracts, arrangements, understandings or relationship
(legal or otherwise) with any person with respect to securities issued by
Speedcom, including, but not limited to, transfer or voting of any such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, divisions or profits or loss or the giving or
withholding of proxies.
CUSIP No. 847703105 13D Page 9 of 10 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement.
Exhibit 2 Form of Securities Purchase Agreement dated as of January 23,
2004 by and among P-Com, Inc., the Reporting Person and the
other purchasers named therein
CUSIP No. 847703105 13D Page 10 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: January 29, 2004
SDS CAPITAL GROUP SPC, LTD.
By: SDS Management, LLC,
its Investment Manager
By: /s/ Steven Derby
-----------------------------------
Name: Steven Derby
Title: Managing Member
SDS MANAGEMENT, LLC
By: /s/ Steven Derby
-----------------------------------
Name: Steven Derby
Title: Managing Member
/s/ Steven Derby
-----------------------------------
Steven Derby
EXHIBIT 1
JOINT FILING AGREEMENT
This Agreement is filed as an exhibit to this Schedule 13D being filed by SDS
Capital Group SPC, Ltd., SDS Management, LLC and Mr. Steven Derby in compliance
with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an
agreement in writing indicating that this Schedule 13D to which this Agreement
is attached is filed on behalf of the below-named companies and individual, that
they are each responsible for the timely filing of the Schedule 13D and any
amendments thereto and for the completeness and accuracy of the information
concerning such persons contained therein.
Dated: January 29, 2004
SDS CAPITAL GROUP SPC, LTD.
By: SDS Management, LLC,
its Investment Manager
By: /s/ Steven Derby
-----------------------------------
Name: Steven Derby
Title: Managing Member
SDS MANAGEMENT, LLC
By: /s/ Steven Derby
-----------------------------------
Name: Steven Derby
Title: Managing Member
/s/ Steven Derby
-----------------------------------
Steven Derby
EXHIBIT 2
FORM OF SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT
-----------------------------
This Securities Purchase Agreement, dated as of January __,
2004 (the "Agreement"), is entered into by and among P-Com, Inc., a Delaware
corporation (the "Seller"), SDS Capital Group SPC, Ltd. and ____________________
(together, the "Purchaser"), and SPEEDCOM Wireless Corporation, a Delaware
corporation ("SPEEDCOM").
WHEREAS the Seller is the current holder of record of
3,333,333 shares of common stock of SPEEDCOM (the "Shares").
WHEREAS the Seller desires to sell and the Purchaser desires
to purchase the Shares in accordance with the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
PURCHASE AND SALE OF SHARES
1.1 Purchase of Shares. Upon the following terms and
conditions, the Seller shall transfer and sell to the Purchaser and the
Purchaser shall purchase from the Seller the Shares, according to the schedule
set forth as Exhibit A attached hereto.
1.2 Purchase Price. The aggregate purchase price for the
Shares shall be ONE HUNDRED THOUSAND DOLLARS ($100,000) (the "Purchase Price").
The Purchase Price shall be paid by the Purchaser at the Closing (as defined
below), per the schedule attached hereto as Exhibit A, in accordance with
Section 1.3(b) hereof.
1.3 Closing.
(a) Subject to the satisfaction or waiver of the
conditions set forth in Article IV hereof, the closing (the "Closing")
of the transactions contemplated by this Agreement shall take place at
the offices of the Seller located at 3175 S. Winchester Boulevard,
Campbell, California 95008, at 10:00 A.M. local time, on January __,
2004 or at such other place and time as the Seller and the Purchaser
may mutually agree (the "Closing Date").
(b) At the Closing, the Purchaser shall deliver to
the Seller the Purchase Price by wire transfer to one or more accounts
designated by the Seller. Simultaneously, the Seller shall deliver to
SPEEDCOM one or more original stock certificates representing the
shares (the "Stock Certificates"), duly endorsed in blank by the Seller
or accompanied by blank irrevocable stock powers. Upon receipt,
SPEEDCOM shall instruct the transfer agent of the Shares to transfer
the Shares to the Purchaser, according to the schedule set forth as
Exhibit A attached hereto.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of the Seller. The Seller
represents and warrants to the Purchaser as follows:
(a) Title. The Seller holds good and valid title to
the Shares, free and clear of all liens, encumbrances,
security agreements, equities, options, claims, charges and
restrictions (other than restrictions of general applicability
imposed by federal or state securities laws) (collectively,
"Liens"), and the Seller has not heretofore assigned,
transferred or otherwise disposed of any interest in the
Shares. Upon the transfer of the Shares to the Purchaser as
contemplated herein, the Purchaser will acquire good and
marketable title to the Shares, free and clear of all Liens.
(b) Authorization. The Seller has the requisite
corporate power and authority to enter into and perform its
obligations under this Agreement. The execution, delivery and
performance by the Seller of this Agreement and the
consummation by it of the transactions contemplated hereby
have been duly and validly authorized by all necessary
corporate action on the part of the Seller.
(c) Enforcement. This Agreement has been duly and
validly authorized, executed and delivered on behalf of the
Seller and is a valid and binding obligation of the Seller
enforceable against the Seller in accordance with its terms.
2.2 Representations and Warranties of the Purchaser. The
Purchaser represents and warrants to the Seller as follows:
(a) Authorization. The Purchaser has the requisite
corporate power and authority to enter into and perform its
obligations under this Agreement. The execution, delivery and
performance by the Purchaser of this Agreement and the
consummation by it of the transactions contemplated hereby
have been duly and validly authorized by all necessary
corporate action on the part of the Purchaser.
(b) Enforcement. This Agreement has been duly and
validly authorized, executed and delivered on behalf of the
Purchaser and is a valid and binding obligation of the
Purchaser enforceable against the Purchaser in accordance with
its terms.
2.3 Representations and Warranties of SPEEDCOM. SPEEDCOM
represents and warrants to the Purchaser as follows:
(a) Authorization. SPEEDCOM has the requisite
corporate power and authority to enter into and perform its
obligations under this Agreement. The execution, delivery and
performance by SPEEDCOM of this Agreement and the consummation
by it
of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action on the
part of SPEEDCOM.
(b) Enforcement. This Agreement has been duly and
validly authorized, executed and delivered on behalf of
SPEEDCOM and is a valid and binding obligation of SPEEDCOM
enforceable against SPEEDCOM in accordance with its terms.
ARTICLE III
COVENANTS
3.1 Rights of Purchaser as Stockholder of SPEEDCOM. SPEEDCOM
hereby acknowledges and agrees that, upon the consummation of the transactions
contemplated by this Agreement, (i) the Purchaser shall be entered upon the
stock ledger of SPEEDCOM as the duly registered holder of the Shares and (ii)
the Purchaser shall have all of the rights of a holder of SPEEDCOM's common
stock, including without limitation, the right to participate in and to receive
any and all dividends and distributions made on or with respect to SPEEDCOM's
common stock, including any distribution of any shares of Common Stock of Seller
beneficially owned by SPEEDCOM.
ARTICLE IV
CONDITIONS TO OBLIGATIONS OF THE SELLER AND PURCHASER
4.1 Conditions to the Obligations of the Purchaser. The
obligation of the Purchaser hereunder to deliver the Purchase Price in exchange
for the Seller's delivery of the Shares is subject to the satisfaction, at or
before the Closing Date, of each of the following conditions, provided that
these conditions are for the Purchaser's sole benefit and may be waived by the
Purchaser at any time in its sole discretion:
(a) Each of the Seller and SPEEDCOM shall have
executed this Agreement and delivered the same to the Purchaser.
(b) The Seller shall have delivered the Stock
Certificates, in genuine and unaltered form and duly endorsed in blank
by the Seller or accompanied by blank irrevocable stock powers, to the
Purchaser.
4.2 Conditions to the Obligations of the Seller. The
obligation of Seller hereunder to deliver the Shares to the Purchaser in
exchange for the Purchaser's delivery of the Purchase Price is subject to the
satisfaction, at or before the Closing Date, of each of the following
conditions, provided that such conditions are for the Seller's sole benefit and
may be waived by the Seller at any time in the Seller's sole discretion:
(a) The Purchaser shall have executed this Agreement and
delivered the same to the Seller.
(b) The Purchaser shall have delivered the Purchase Price to
the Seller.
ARTICLE V
GOVERNING LAW; MISCELLANEOUS.
5.1 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in the State of Delaware.
5.2 Counterparts. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and
delivered to the other party.
5.3 Headings. The descriptive headings of the several articles
and sections of this Agreement are inserted for purposes of reference only, and
shall not affect the meaning or construction of any of the provisions hereof.
5.4 Severability. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction.
5.5 Entire Agreement. This Agreement supersedes all prior
discussions and agreements between the parties hereto with respect to the
subject matter hereof and contains the sole and entire agreement between the
parties hereto with respect to the subject matter hereof.
5.6 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
5.7 Mutual Drafting. Each party to this Agreement has
participated in the negotiation and drafting of this Agreement. As such, the
language used herein shall be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction will
be applied against any party to this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
SELLER:
P-COM, INC., a Delaware corporation
By:
-------------------------------------------
Name:
Title:
SPEEDCOM WIRELESS CORPORATION
By:
-------------------------------------------
Name:
Title:
PURCHASER:
SDS CAPITAL GROUP SPC, LTD.
By:
-------------------------------------------
Name:
Title:
PURCHASER:
By:
-------------------------------------------
Name:
Title:
EXHIBIT A
Purchaser Amount
--------- ------
SDS Capital Group SPC, Ltd. $67,000
[Purchaser] $33,000