<PAGE>   1

         As filed with the Securities and Exchange Commission on April 21, 2000

File No. 333-                               Commission file number:            .
--------------------------                  ------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                  BROADBAND WIRELESS INTERNATIONAL CORPORATION
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
               Nevada                              7370                            75-1441442
               ------                              ----                            ----------
<S>                                     <C>                                     <C>
    (State or Other Jurisdiction             (Primary Standard                     (Employer
          of Incorporation               Industrial Classification               Identification
          or Organization)                         Code)                             Number)
</TABLE>

                  1301 AVENUE M, PO BOX 31, CISCO, TEXAS 76437
               --------------------------------------------------
          (Address, Including Zip Code, of Principal Executive Offices)

     2000 STOCK OPTION PLAN OF BROADBAND WIRELESS INTERNATIONAL CORPORATION
     ----------------------------------------------------------------------
                            (Full Title of the Plan)

                                  IVAN W. WEBB
                  BROADBAND WIRELESS INTERNATIONAL CORPORATION
                            1301 AVENUE M, PO BOX 31
                               CISCO, TEXAS 76437
                                 (254) 442-3968
     ----------------------------------------------------------------------
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.                                           [X]

<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                    Proposed Maximum       Proposed Maximum
 Title of Securities to    Amount of Shares to     Offering Price Per     Aggregate Offering          Amount of
     be Registered            be Registered            Share (1)                 Price            Registration Fee
 ----------------------    -------------------     ------------------     ------------------      ----------------

<S>                        <C>                     <C>                    <C>                     <C>
     Common Stock,
       par value                8,000,000                $2.30                $18,400,000              $4,858
        $0.0125
==================================================================================================================
</TABLE>


                                       1
<PAGE>   2



(1)  Bona fide estimate of maximum offering price is solely for the purpose of
     calculating the registration fee pursuant to Rule 457(h) of the Securities
     Act of 1933. It is based on the average bid and asked price of the
     Registrant's common stock as of April 19, 2000, a date within five business
     days before the date of filing of this registration statement.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the plan described herein.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I are being
separately provided to the Registrant's employees, officers, directors and
consultants as specified by Rule 428(b)(1) promulgated under the Securities Act
of 1933, as amended.

CROSS-REFERENCE SHEET PURSUANT TO RULE 404(a) UNDER THE SECURITIES ACT OF 1933

Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, officer, director, and
consultant who participates in the Plan.

<TABLE>
<CAPTION>
Registration Statement Item Numbers and Headings                                Prospectus Heading
------------------------------------------------                                ------------------

<S>           <C>                                                               <C>
ITEM 1.       PLAN INFORMATION                                                  Section 10(a) Prospectus

ITEM 2.       REGISTRANT INFORMATION AND                                        Section 10(a) Prospectus
              EMPLOYEE PLAN ANNUAL INFORMATION
</TABLE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the Securities and Exchange
Commission are hereby incorporated herein by reference:

A.       The Registrant's latest annual report on Form 10-KSB for the fiscal
         year ended March 31, 1999.

B.       All other reports filed by the Registrant with the Securities and
         Exchange Commission pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
         the end of the fiscal year ended March 31, 1999.

C.       The description and specimen certificate of the Registrant's common
         stock contained in the Registrant's registration statement under the
         Exchange Act dated June 13, 1977, including any amendment or report
         filed for the purpose of updating such description.



                                       2
<PAGE>   3

In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered herein
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.

ITEM 4.       DESCRIPTION OF SECURITIES.

The common stock being registered pursuant to this registration statement is
part of a class of securities registered under Section 12(g) of the Exchange
Act. A description of the securities is contained in the registration statement
under the Exchange Act, and is incorporated herein by reference. However, the
description of the securities is modified as set forth below.

         The Registrant has the authority to issue an aggregate of 250,000,000
shares of common stock having a par value of $0.0125 per share.

         o        All stock when issued shall be fully paid and non-assessable.

         o        No holder of shares of common stock of the Registrant shall be
                  entitled, as such, to any pre-emptive or preferential right to
                  subscribe to any unissued stock or any other securities which
                  the Registrant may now or thereafter be authorized to issue.
                  The Board of Directors may, however, in its discretion by
                  resolution determine that any unissued securities of the
                  Registrant shall be offered for subscription solely to the
                  holders of any class or classes of such stock, in such
                  proportions based on stock ownership as said Board in its
                  discretion may determine.

         o        Each share of common stock shall be entitled to one vote at
                  stockholders' meetings, either in person or by proxy.
                  Cumulative voting in elections of directors and all other
                  matters brought before stockholders' meetings, whether they be
                  annual or special, is not permitted. Therefore, the holders of
                  a majority of the common stock may elect all of the
                  Registrant's directors standing for office.

         o        The Board of Directors may cause any stock issued by the
                  Registrant to be issued subject to such lawful restrictions,
                  qualifications, limitations, or special rights as they deem
                  fit; provided, however, that such special restrictions,
                  qualifications, limitations or special rights shall be
                  conspicuously noted on the certificate evidencing ownership of
                  such stock.

         o        The common stock may be issued and sold from time to time for
                  such consideration as may be fixed by the Board of Directors,
                  provided that the considerations so fixed is not less than par
                  value.

         o        Subject to the limitations and relative rights herein
                  expressed, all holders of shares of the common stock will,
                  subject to the requirements of any applicable law, be entitled
                  equally (on a per share basis) to all usual rights and
                  privileges of shareholders.

         o        Dividends on common stock, if and when declared by the Board
                  of Directors, will be subject to preferential rights of any
                  outstanding shares of preferred stock.

The aggregate number of shares of preferred stock which the Registrant has the
authority to issue is 25,000,000 shares which preferred stock will have a par
value of $0.10 per share. The preferred stock may be divided and issued from
time to time in one or more series as may be designated by the Board of
Directors,



                                       3
<PAGE>   4
each such series to be distinctly titled and to consist of the number of shares
designated by the Board. All shares of any one series of preferred stock as
designated by the Board will be alike in every particular, except that shares
of any one series issued at different times may differ as to the date from which
dividends thereon, if any, will accrue or be cumulative, or both. The
designations or preferences, qualifications, limitations, restrictions, and
other optional, special, participating or relative rights, if any, of the
preferred stock and each series thereof, which may be designated by the Board,
including but without limiting the generality of the foregoing, will include
the following:

         o        the voting rights and powers, if any, of such preferred stock
                  and each series thereof;

         o        the rates and times at which, and the terms and conditions on
                  which dividends, if any, on each series of preferred stock
                  will be paid, and any dividend preferences or rights of
                  cumulating;

         o        the rights, if any, of holders of preferred stock, and each
                  series thereof, to convert the same into, or exchange the same
                  for, shares of other classes or series of classes, of capital
                  stock of the Registrant and the terms and conditions for each
                  conversion or exchange, including provisions for adjustments
                  of conversion or exchange prices or rates in such events as
                  the Board shall determine;

         o        the redemption rights, if any, of the Registrant and the
                  holders of the preferred stock and each series thereof and the
                  terms at which, and the terms and conditions on which,
                  preferred stock, and each series thereof, may be redeemed;

         o        the rights and preferences, if any, of the holders of
                  preferred stock, and each series thereof, upon the voluntary
                  or involuntary liquidation, dissolution or winding up of the
                  Registrant; and

         o        a stated value per share for dividend and conversion purposes.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

No expert is named as preparing or certifying all or part of the registration
statement to which this prospectus pertains, and no counsel which is named in
this prospectus as having given an opinion on the validity of the securities
being offered hereby was hired on a contingent basis or has or is to receive, in
connection with this offering, a substantial interest, direct or indirect, in
the Registrant.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Articles of Incorporation or Bylaws will be amended to provide
for indemnification of the officers and directors of the Registrant to the full
extent permitted by law. The Nevada Private Corporation Law provides that:

         o        A corporation may indemnify any person who was or is a party
                  or is threatened to be made a party to any threatened, pending
                  or completed action, suit or proceeding, whether civil,
                  criminal, administrative or investigative, except an action by
                  or in the right of the corporation, by reason of the fact that
                  he is or was a director, officer, employee or agent of the
                  corporation, or is or was serving at the request of the
                  corporation as a director, officer, employee or agent of
                  another corporation, partnership, joint venture, trust or
                  other enterprise, against expenses, including attorneys' fees,
                  judgments, fines and amounts paid in settlement actually and
                  reasonably incurred by him in connection with the action, suit



                                       4
<PAGE>   5
                  or proceeding if he acted in good faith and in a manner which
                  he reasonably believed to be in or not opposed to the best
                  interests of the corporation, and, with respect to any
                  criminal action or proceeding, had no reasonable cause to
                  believe his conduct was unlawful. The termination of any
                  action, suit or proceeding by judgment, order, settlement,
                  conviction or upon a plea of nolo contendere or its
                  equivalent, does not, of itself, create a presumption that the
                  person did not act in good faith and in a manner which he
                  reasonably believed to be in or not opposed to the best
                  interests of the corporation, and that, with respect to any
                  criminal action or proceeding, he had reasonable cause to
                  believe that his conduct was unlawful.

         o        A corporation may indemnify any person who was or is a party
                  or is threatened to be made a party to any threatened, pending
                  or completed action or suit by or in the right of the
                  corporation to procure a judgment in its favor by reason of
                  the fact that he is or was a director, officer, employee or
                  agent of the corporation, or is or was serving at the request
                  of the corporation as a director, officer, employee or agent
                  of another corporation, partnership, joint venture, trust or
                  other enterprise against expenses, including amounts paid in
                  settlement and attorneys' fees actually and reasonably
                  incurred by him in connection with the defense or settlement
                  of the action or suit if he acted in good faith and in a
                  manner which he reasonably believed to be in or not opposed to
                  the best interests of the corporation. Indemnification may not
                  be made of any claim, issue or matter as to which such a
                  person has been adjudged by a court of competent jurisdiction,
                  after exhaustion of all appeals therefrom, to be liable to the
                  corporation or for amounts paid in settlement to the
                  corporation, unless and only to the extent that the court in
                  which the action or suit was brought or other court of
                  competent jurisdiction determines upon application that in
                  view of all the circumstances of the case, the person is
                  fairly and reasonably entitled to indemnity for such expenses
                  as the court deems proper.

         o        To the extent that a director, officer, employee or agent of a
                  corporation has been successful on the merits or otherwise in
                  defense of any action, suit or proceeding referred to in the
                  above subsections, or in defense of any claim, issue or matter
                  therein, the corporation shall indemnify him against expenses,
                  including attorneys' fees, actually and reasonably incurred by
                  him in connection with the defense.

The Nevada Private Corporation Law also permits the Registrant to purchase and
maintain insurance on behalf of its directors and officers against any liability
arising out of their status as such, whether or not the Registrant would have
the power to indemnify him against such liability. These provisions may be
sufficiently broad to indemnify such persons for liabilities arising under the
Securities Act of 1933.

The Registrant intends to enter into indemnification agreements with its
directors and officers. These agreements provide, in general, that the
Registrant will indemnify such directors and officers for, and hold them
harmless from and against, any and all amounts paid in settlement or incurred
by, or assessed against, such directors and officers arising out of or in
connection with the service of such directors and officers as a director or
officer of the Registrant or its affiliates to the fullest extent permitted by
Nevada law.

The Registrant will maintain liability insurance for its directors and officers
covering, subject to exceptions, any actual or alleged negligent act, error,
omission, misstatement, misleading statement, neglect or breach of duty by such
directors or officers, individually or collectively, in the discharge of their
duties in their capacity as directors or officers of the Registrant.



                                       5
<PAGE>   6

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

No restricted securities are being reoffered or resold pursuant to this
registration statement.

ITEM 8.       EXHIBITS.

The exhibits that are attached to this Form S-8 are listed in the Index to
Exhibits, which is found on page 8.

ITEM 9.       UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         (a)      To file, during any period in which it offers or sells
                  securities, a post-effective amendment to this registration
                  statement:

                  (i)      to include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or together,
                           represent a fundamental change in the information set
                           forth in the registration statement; and

                  (iii)    to include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                  provided, however, that paragraphs (a)(i) and (a)(ii) of this
                  section do not apply if the registration statement is on Form
                  S-1 or Form S-8, and the information required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic reports filed by the Registrant pursuant to
                  Section 13 or Section 15(d) of the Exchange Act that are
                  incorporated by reference in the registration statement.

         (b)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under



                                       6
<PAGE>   7

Item 6 above, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cisco, State of Texas, on April 21, 2000.

                              BROADBAND WIRELESS INTERNATIONAL CORPORATION

                              By: /s/ Ivan W. Webb                             .
                                  ----------------------------------------------
                                  Ivan W. Webb, President


                                POWER OF ATTORNEY

The undersigned directors and officers of BroadBand Wireless International
Corporation hereby constitute and appoint Ivan W. Webb, with full power to act
without the other and with full power of substitution and resubstitution, our
true and lawful attorney-in-fact with full power to execute in our name and
behalf in the capacities indicated below any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
under the Securities Act of 1933 and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and hereby ratify and confirm each and every act and thing that such
attorney-in-fact, or his substitute, shall lawfully do or cause to be done by
virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


/s/  Ivan W. Webb                                                April 21, 2000
---------------------------------------                          --------------
Ivan W. Webb, President and Director                             Date

/s/  Tommy K. Hill                                               April 21, 2000
---------------------------------------                          --------------
Tommy K. Hill, Chief Financial Officer                           Date

/s/  Gifford Dieterle                                            April 21, 2000
---------------------------------------                          --------------
Gifford Dieterle, Director                                       Date

/s/  Howard B. Siegel                                            April 21, 2000
---------------------------------------                          --------------
Howard B. Siegel, Director                                       Date




                                       7
<PAGE>   8

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
             Exhibit No.                           Location                           Description of Exhibit
             -----------                           --------                           ----------------------

<S>                                              <C>                                <C>
                 4.1                             Filed Herewith                     2000 Stock Option Plan of
                                                                                    the Company

                 5.1                             Filed Herewith                     Opinion of Counsel

                23.1                             Filed Herewith                     Consent of Jackson &
                                                                                    Rhodes P.C.

                23.2                             Contained in Opinion               Consent of Counsel
                                                 Filed as Exhibit 5.1
                                                 to this Registration
                                                 Statement
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27592}]
{"company-data": {"conformed-name": "BROADBAND WIRELESS INTERNATIONAL CORP", "cik": "0000012388", "assigned-sic": "6792", "irs-number": "751441442", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35440", "film-number": "606874"}, "business-address": {"street1": "1301 AVENUE M", "street2": "C/O PO BOX 31", "city": "CISCO", "state": "TX", "zip": "76437", "phone": "2544423968"}, "mail-address": {"street1": "PO BOX 31", "city": "CISCO", "state": "TX", "zip": "76437"}, "former-company": {"former-conformed-name": "BLACK GIANT OIL CO", "date-changed": "19980427"}}
1

         As filed with the Securities and Exchange Commission on April 21, 2000

File No. 333-                               Commission file number:            .
--------------------------                  ------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                  BROADBAND WIRELESS INTERNATIONAL CORPORATION
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)
Nevada                              7370                            75-1441442
               ------                              ----                            ----------
(State or Other Jurisdiction             (Primary Standard                     (Employer
          of Incorporation               Industrial Classification               Identification
          or Organization)                         Code)                             Number)
1301 AVENUE M, PO BOX 31, CISCO, TEXAS 76437
               --------------------------------------------------
          (Address, Including Zip Code, of Principal Executive Offices)

     2000 STOCK OPTION PLAN OF BROADBAND WIRELESS INTERNATIONAL CORPORATION
     ----------------------------------------------------------------------
                            (Full Title of the Plan)

                                  IVAN W. WEBB
                  BROADBAND WIRELESS INTERNATIONAL CORPORATION
                            1301 AVENUE M, PO BOX 31
                               CISCO, TEXAS 76437
                                 (254) 442-3968
     ----------------------------------------------------------------------
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.                                           [X]
CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                    Proposed Maximum       Proposed Maximum
 Title of Securities to    Amount of Shares to     Offering Price Per     Aggregate Offering          Amount of
     be Registered            be Registered            Share (1)                 Price            Registration Fee
 ----------------------    -------------------     ------------------     ------------------      ----------------
Common Stock,
       par value                8,000,000                $2.30                $18,400,000              $4,858
        $0.0125
==================================================================================================================
1
2

(1)  Bona fide estimate of maximum offering price is solely for the purpose of
     calculating the registration fee pursuant to Rule 457(h) of the Securities
     Act of 1933. It is based on the average bid and asked price of the
     Registrant's common stock as of April 19, 2000, a date within five business
     days before the date of filing of this registration statement.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the plan described herein.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I are being
separately provided to the Registrant's employees, officers, directors and
consultants as specified by Rule 428(b)(1) promulgated under the Securities Act
of 1933, as amended.

CROSS-REFERENCE SHEET PURSUANT TO RULE 404(a) UNDER THE SECURITIES ACT OF 1933

Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, officer, director, and
consultant who participates in the Plan.
Registration Statement Item Numbers and Headings                                Prospectus Heading
------------------------------------------------                                ------------------
ITEM 1.       PLAN INFORMATION                                                  Section 10(a) Prospectus

ITEM 2.       REGISTRANT INFORMATION AND                                        Section 10(a) Prospectus
              EMPLOYEE PLAN ANNUAL INFORMATION
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by the Registrant with the Securities and Exchange
Commission are hereby incorporated herein by reference:

A.       The Registrant's latest annual report on Form 10-KSB for the fiscal
         year ended March 31, 1999.

B.       All other reports filed by the Registrant with the Securities and
         Exchange Commission pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
         the end of the fiscal year ended March 31, 1999.

C.       The description and specimen certificate of the Registrant's common
         stock contained in the Registrant's registration statement under the
         Exchange Act dated June 13, 1977, including any amendment or report
         filed for the purpose of updating such description.

                                       2
3

In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered herein
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.

ITEM 4.       DESCRIPTION OF SECURITIES.

The common stock being registered pursuant to this registration statement is
part of a class of securities registered under Section 12(g) of the Exchange
Act. A description of the securities is contained in the registration statement
under the Exchange Act, and is incorporated herein by reference. However, the
description of the securities is modified as set forth below.

         The Registrant has the authority to issue an aggregate of 250,000,000
shares of common stock having a par value of $0.0125 per share.

         o        All stock when issued shall be fully paid and non-assessable.

         o        No holder of shares of common stock of the Registrant shall be
                  entitled, as such, to any pre-emptive or preferential right to
                  subscribe to any unissued stock or any other securities which
                  the Registrant may now or thereafter be authorized to issue.
                  The Board of Directors may, however, in its discretion by
                  resolution determine that any unissued securities of the
                  Registrant shall be offered for subscription solely to the
                  holders of any class or classes of such stock, in such
                  proportions based on stock ownership as said Board in its
                  discretion may determine.

         o        Each share of common stock shall be entitled to one vote at
                  stockholders' meetings, either in person or by proxy.
                  Cumulative voting in elections of directors and all other
                  matters brought before stockholders' meetings, whether they be
                  annual or special, is not permitted. Therefore, the holders of
                  a majority of the common stock may elect all of the
                  Registrant's directors standing for office.

         o        The Board of Directors may cause any stock issued by the
                  Registrant to be issued subject to such lawful restrictions,
                  qualifications, limitations, or special rights as they deem
                  fit; provided, however, that such special restrictions,
                  qualifications, limitations or special rights shall be
                  conspicuously noted on the certificate evidencing ownership of
                  such stock.

         o        The common stock may be issued and sold from time to time for
                  such consideration as may be fixed by the Board of Directors,
                  provided that the considerations so fixed is not less than par
                  value.

         o        Subject to the limitations and relative rights herein
                  expressed, all holders of shares of the common stock will,
                  subject to the requirements of any applicable law, be entitled
                  equally (on a per share basis) to all usual rights and
                  privileges of shareholders.

         o        Dividends on common stock, if and when declared by the Board
                  of Directors, will be subject to preferential rights of any
                  outstanding shares of preferred stock.

The aggregate number of shares of preferred stock which the Registrant has the
authority to issue is 25,000,000 shares which preferred stock will have a par
value of $0.10 per share. The preferred stock may be divided and issued from
time to time in one or more series as may be designated by the Board of
Directors,

                                       3
4
each such series to be distinctly titled and to consist of the number of shares
designated by the Board. All shares of any one series of preferred stock as
designated by the Board will be alike in every particular, except that shares
of any one series issued at different times may differ as to the date from which
dividends thereon, if any, will accrue or be cumulative, or both. The
designations or preferences, qualifications, limitations, restrictions, and
other optional, special, participating or relative rights, if any, of the
preferred stock and each series thereof, which may be designated by the Board,
including but without limiting the generality of the foregoing, will include
the following:

         o        the voting rights and powers, if any, of such preferred stock
                  and each series thereof;

         o        the rates and times at which, and the terms and conditions on
                  which dividends, if any, on each series of preferred stock
                  will be paid, and any dividend preferences or rights of
                  cumulating;

         o        the rights, if any, of holders of preferred stock, and each
                  series thereof, to convert the same into, or exchange the same
                  for, shares of other classes or series of classes, of capital
                  stock of the Registrant and the terms and conditions for each
                  conversion or exchange, including provisions for adjustments
                  of conversion or exchange prices or rates in such events as
                  the Board shall determine;

         o        the redemption rights, if any, of the Registrant and the
                  holders of the preferred stock and each series thereof and the
                  terms at which, and the terms and conditions on which,
                  preferred stock, and each series thereof, may be redeemed;

         o        the rights and preferences, if any, of the holders of
                  preferred stock, and each series thereof, upon the voluntary
                  or involuntary liquidation, dissolution or winding up of the
                  Registrant; and

         o        a stated value per share for dividend and conversion purposes.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

No expert is named as preparing or certifying all or part of the registration
statement to which this prospectus pertains, and no counsel which is named in
this prospectus as having given an opinion on the validity of the securities
being offered hereby was hired on a contingent basis or has or is to receive, in
connection with this offering, a substantial interest, direct or indirect, in
the Registrant.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Articles of Incorporation or Bylaws will be amended to provide
for indemnification of the officers and directors of the Registrant to the full
extent permitted by law. The Nevada Private Corporation Law provides that:

         o        A corporation may indemnify any person who was or is a party
                  or is threatened to be made a party to any threatened, pending
                  or completed action, suit or proceeding, whether civil,
                  criminal, administrative or investigative, except an action by
                  or in the right of the corporation, by reason of the fact that
                  he is or was a director, officer, employee or agent of the
                  corporation, or is or was serving at the request of the
                  corporation as a director, officer, employee or agent of
                  another corporation, partnership, joint venture, trust or
                  other enterprise, against expenses, including attorneys' fees,
                  judgments, fines and amounts paid in settlement actually and
                  reasonably incurred by him in connection with the action, suit

                                       4
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                  or proceeding if he acted in good faith and in a manner which
                  he reasonably believed to be in or not opposed to the best
                  interests of the corporation, and, with respect to any
                  criminal action or proceeding, had no reasonable cause to
                  believe his conduct was unlawful. The termination of any
                  action, suit or proceeding by judgment, order, settlement,
                  conviction or upon a plea of nolo contendere or its
                  equivalent, does not, of itself, create a presumption that the
                  person did not act in good faith and in a manner which he
                  reasonably believed to be in or not opposed to the best
                  interests of the corporation, and that, with respect to any
                  criminal action or proceeding, he had reasonable cause to
                  believe that his conduct was unlawful.

         o        A corporation may indemnify any person who was or is a party
                  or is threatened to be made a party to any threatened, pending
                  or completed action or suit by or in the right of the
                  corporation to procure a judgment in its favor by reason of
                  the fact that he is or was a director, officer, employee or
                  agent of the corporation, or is or was serving at the request
                  of the corporation as a director, officer, employee or agent
                  of another corporation, partnership, joint venture, trust or
                  other enterprise against expenses, including amounts paid in
                  settlement and attorneys' fees actually and reasonably
                  incurred by him in connection with the defense or settlement
                  of the action or suit if he acted in good faith and in a
                  manner which he reasonably believed to be in or not opposed to
                  the best interests of the corporation. Indemnification may not
                  be made of any claim, issue or matter as to which such a
                  person has been adjudged by a court of competent jurisdiction,
                  after exhaustion of all appeals therefrom, to be liable to the
                  corporation or for amounts paid in settlement to the
                  corporation, unless and only to the extent that the court in
                  which the action or suit was brought or other court of
                  competent jurisdiction determines upon application that in
                  view of all the circumstances of the case, the person is
                  fairly and reasonably entitled to indemnity for such expenses
                  as the court deems proper.

         o        To the extent that a director, officer, employee or agent of a
                  corporation has been successful on the merits or otherwise in
                  defense of any action, suit or proceeding referred to in the
                  above subsections, or in defense of any claim, issue or matter
                  therein, the corporation shall indemnify him against expenses,
                  including attorneys' fees, actually and reasonably incurred by
                  him in connection with the defense.

The Nevada Private Corporation Law also permits the Registrant to purchase and
maintain insurance on behalf of its directors and officers against any liability
arising out of their status as such, whether or not the Registrant would have
the power to indemnify him against such liability. These provisions may be
sufficiently broad to indemnify such persons for liabilities arising under the
Securities Act of 1933.

The Registrant intends to enter into indemnification agreements with its
directors and officers. These agreements provide, in general, that the
Registrant will indemnify such directors and officers for, and hold them
harmless from and against, any and all amounts paid in settlement or incurred
by, or assessed against, such directors and officers arising out of or in
connection with the service of such directors and officers as a director or
officer of the Registrant or its affiliates to the fullest extent permitted by
Nevada law.

The Registrant will maintain liability insurance for its directors and officers
covering, subject to exceptions, any actual or alleged negligent act, error,
omission, misstatement, misleading statement, neglect or breach of duty by such
directors or officers, individually or collectively, in the discharge of their
duties in their capacity as directors or officers of the Registrant.

                                       5
6

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

No restricted securities are being reoffered or resold pursuant to this
registration statement.

ITEM 8.       EXHIBITS.

The exhibits that are attached to this Form S-8 are listed in the Index to
Exhibits, which is found on page 8.

ITEM 9.       UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         (a)      To file, during any period in which it offers or sells
                  securities, a post-effective amendment to this registration
                  statement:

                  (i)      to include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or together,
                           represent a fundamental change in the information set
                           forth in the registration statement; and

                  (iii)    to include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                  provided, however, that paragraphs (a)(i) and (a)(ii) of this
                  section do not apply if the registration statement is on Form
                  S-1 or Form S-8, and the information required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic reports filed by the Registrant pursuant to
                  Section 13 or Section 15(d) of the Exchange Act that are
                  incorporated by reference in the registration statement.

         (b)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under

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Item 6 above, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cisco, State of Texas, on April 21, 2000.

                              BROADBAND WIRELESS INTERNATIONAL CORPORATION

                              By: /s/ Ivan W. Webb                             .
                                  ----------------------------------------------
                                  Ivan W. Webb, President

                                POWER OF ATTORNEY

The undersigned directors and officers of BroadBand Wireless International
Corporation hereby constitute and appoint Ivan W. Webb, with full power to act
without the other and with full power of substitution and resubstitution, our
true and lawful attorney-in-fact with full power to execute in our name and
behalf in the capacities indicated below any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
under the Securities Act of 1933 and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and hereby ratify and confirm each and every act and thing that such
attorney-in-fact, or his substitute, shall lawfully do or cause to be done by
virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

/s/  Ivan W. Webb                                                April 21, 2000
---------------------------------------                          --------------
Ivan W. Webb, President and Director                             Date

/s/  Tommy K. Hill                                               April 21, 2000
---------------------------------------                          --------------
Tommy K. Hill, Chief Financial Officer                           Date

/s/  Gifford Dieterle                                            April 21, 2000
---------------------------------------                          --------------
Gifford Dieterle, Director                                       Date

/s/  Howard B. Siegel                                            April 21, 2000
---------------------------------------                          --------------
Howard B. Siegel, Director                                       Date

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                                INDEX TO EXHIBITS
Exhibit No.                           Location                           Description of Exhibit
             -----------                           --------                           ----------------------
4.1                             Filed Herewith                     2000 Stock Option Plan of
                                                                                    the Company

                 5.1                             Filed Herewith                     Opinion of Counsel

                23.1                             Filed Herewith                     Consent of Jackson &
                                                                                    Rhodes P.C.

                23.2                             Contained in Opinion               Consent of Counsel
                                                 Filed as Exhibit 5.1
                                                 to this Registration
                                                 Statement