<PAGE>

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2002

                          COMMISSION FILE NO. 000-31885

                             SIGNALSOFT CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

               DELAWARE                              84-1268226
   (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)             Identification Number)

                               1495 CANYON BLVD.,
                             BOULDER, COLORADO 80302
          (Address of Principal Executive Offices, Including Zip Code)

         Issuer's telephone number, including area code: (303) 381-3000

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

    Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed 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. Yes [X] No [ ]

    As of May 7, 2002, there were 25,307,436 shares of $0.001 par value Common
Stock outstanding.


================================================================================


<PAGE>


                     SIGNALSOFT CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q

                                      INDEX


<Table>
<Caption>
                                                                           Page Number
<S>       <C>                                                             <C>
PART I -  FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements:

          Unaudited Condensed Consolidated Balance Sheets at
          March 31, 2002 and December 31, 2001................................3

          Unaudited Condensed Consolidated Statements of Operations and
          Comprehensive Loss for the three months ended March 31, 2002
          and 2001............................................................4

          Unaudited Condensed Consolidated Statements of Cash Flows for
          the three months ended March 31, 2002 and 2001......................5

          Notes to Unaudited Condensed Consolidated Financial Statements......6

Item 2.   Management's Discussion and Analysis of Condition and Results
          of Operations......................................................10

Item 3.   Quantitative and Qualitative Disclosures about Market Risk.........15

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings..................................................16

Item 2.   Change in Securities and Use of Proceeds...........................16

Item 3.   Defaults Upon Senior Securities....................................16

Item 4.   Submission of Matters to a Vote of Security Holders................16

Item 5.   Other Information..................................................16

Item 6.   Exhibits and Reports on Form 8-K...................................16

SIGNATURES...................................................................17
</Table>



                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                     SIGNALSOFT CORPORATION AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                            MARCH 31,       DECEMBER 31,
                                                              2002             2001
                                                         --------------    --------------
<S>                                                      <C>               <C>
                          ASSETS

Current assets:
  Cash and cash equivalents ..........................   $   46,420,442    $   37,490,020
  Trade accounts receivable, net of allowance for
     doubtful accounts of $2.1 million in 2002 and
     2001, respectively ..............................        3,207,333         2,610,779
  Prepaid expenses and other .........................        1,703,567         2,027,578
  Short-term investments, held to maturity ...........        2,000,030        15,504,541
                                                         --------------    --------------
       Total current assets ..........................       53,331,372        57,632,918
Equipment and leasehold improvements, net ............        5,734,171         5,972,783
Goodwill, net ........................................       16,297,783        16,297,783
Restricted cash ......................................          555,027           617,336
Cost based investments ...............................        2,158,301         2,158,301
Long-term investments, held to maturity ..............        1,604,469         5,562,840
                                                         --------------    --------------
       Total assets ..................................   $   79,681,123    $   88,241,961
                                                         ==============    ==============

           LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Trade accounts payable .............................   $      480,787    $      666,228
  Accrued restructuring charge .......................               --           352,000
  Accrued compensation payable .......................        1,462,669         2,189,989
  Other accrued expenses .............................          766,723         1,235,472
  Deferred revenue ...................................          221,504           288,514
                                                         --------------    --------------
       Total current liabilities .....................        2,931,683         4,732,203
Stockholders' equity:
  Preferred stock ....................................               --                --
  Common stock .......................................           25,286            25,194
  Additional paid-in capital .........................      146,567,315       146,525,592
  Deferred stock option compensation .................       (1,849,170)       (2,102,109)
  Accumulated deficit ................................      (67,847,453)      (60,784,038)
  Treasury stock .....................................          (28,622)          (28,622)
  Accumulated other comprehensive loss ...............         (117,916)         (126,259)
                                                         --------------    --------------
       Total stockholders' equity ....................       76,749,440        83,509,758
                                                         --------------    --------------

       Total liabilities and stockholders' equity ....   $   79,681,123    $   88,241,961
                                                         ==============    ==============
</Table>

                             See accompanying notes.



                                       3
<PAGE>


                     SIGNALSOFT CORPORATION AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF

                        OPERATIONS AND COMPREHENSIVE LOSS

<Table>
<Caption>
                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                        ----------------------------
                                                            2002            2001
                                                        ------------    ------------
<S>                                                     <C>             <C>
Revenue:
  License fees ......................................   $  2,887,395    $  5,537,083
  Maintenance fees ..................................        437,069         181,041
  Professional services and other ...................        562,614         491,723
                                                        ------------    ------------
      Total revenue .................................      3,887,078       6,209,847
Cost of revenue (exclusive of stock option
  compensation expense of $39,466 and
  $45,269 for the three months ending
  March 31, 2002 and 2001, respectively) ............      1,658,312       1,658,566
                                                        ------------    ------------
      Gross profit ..................................      2,228,766       4,551,281
Operating expenses:
  Selling, general and administrative (exclusive
     of stock option compensation expense of
     $146,973 and $167,735 for the three months
     ending March 31, and 2001, respectively) .......      5,400,036       6,405,317

  Research and development (exclusive of stock
     option compensation expense of $66,500 and
     $79,559 for the three months ending
     March 31, 2002 and 2001, respectively) .........      3,300,724       3,016,046
  Depreciation and amortization .....................        621,648         595,076
  Stock option compensation expense .................        252,939         292,563
                                                        ------------    ------------
      Total operating expenses ......................      9,575,347      10,309,002
                                                        ------------    ------------

      Loss from operations ..........................     (7,346,581)     (5,757,721)

  Interest and other income, net ....................        283,166       1,149,265
                                                        ------------    ------------
      Net loss ......................................     (7,063,415)     (4,608,456)

Other comprehensive loss -- foreign currency
  translation adjustment ............................          8,343         (40,891)
                                                        ------------    ------------

      Comprehensive loss ............................   $ (7,055,072)   $ (4,649,347)
                                                        ============    ============


Loss per share -- basic and diluted .................   $      (0.28)   $      (0.20)
                                                        ============    ============

Weighted average number of common shares
  outstanding -- basic and diluted ..................     25,236,288      23,524,631
                                                        ============    ============
</Table>


                             See accompanying notes.



                                       4
<PAGE>


                     SIGNALSOFT CORPORATION AND SUBSIDIARIES

                 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF

                                   CASH FLOWS

<Table>
<Caption>
                                                                  THREE MONTHS ENDED
                                                                       MARCH 31,
                                                             ----------------------------
                                                                 2002            2001
                                                             ------------    ------------
<S>                                                          <C>             <C>
Cash flows from operating activities:
  Net loss ...............................................   $ (7,063,415)   $ (4,608,456)
  Adjustments to reconcile net loss to net cash used
    by operating activities:
    Depreciation and amortization ........................        697,725         638,246
    Compensation and interest expense related to
      issuance of common stock options and warrants ......        252,939         292,563
    Other, net ...........................................             --          (7,890)
    Changes in operating assets and liabilities:
      Trade accounts receivable ..........................       (596,554)      1,623,997
      Prepaid expenses and other .........................        324,011        (321,084)
      Trade accounts payable .............................       (185,441)        228,106
      Accrued expenses ...................................     (1,548,069)       (122,348)
      Deferred revenue ...................................        (67,010)       (989,382)
                                                             ------------    ------------
         Net cash used by operating activities ...........     (8,185,814)     (3,266,248)
                                                             ------------    ------------
Cash flows from investing activities:
  Additions to equipment and leasehold improvements ......       (458,259)       (984,627)
  Investment maturities, net .............................     17,462,882      (9,155,228)
  Restricted cash ........................................         69,798              --
                                                             ------------    ------------
         Net cash provided (used) by investing
           activities ....................................     17,074,421     (10,139,855)
                                                             ------------    ------------

Cash flows from financing activities:
  Proceeds from the exercise of stock options ............         41,815          38,920
  Principal payments on debt and capital lease
    obligations ..........................................             --         (16,456)
                                                             ------------    ------------

         Net cash provided by financing activities .......         41,815          22,464
                                                             ------------    ------------
Net increase (decrease) in cash and cash equivalents .....      8,930,422     (13,383,639)
Cash and cash equivalents at beginning of period .........     37,490,020      58,374,899
                                                             ------------    ------------
Cash and cash equivalents at end of period ...............   $ 46,420,442    $ 44,991,260
                                                             ============    ============
Supplemental disclosures of cash flow from operations:
  Cash paid for interest .................................   $        427    $     14,487
                                                             ============    ============
</Table>


                             See accompanying notes.



                                       5
<PAGE>


                     SIGNALSOFT CORPORATION AND SUBSIDIARIES

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

(a) Business and Basis of Presentation

    SignalSoft Corporation (the Company) is a Boulder, Colorado based developer
of location-based software services for wireless intelligent networks. The
Company operates in one business segment. The Company has three wholly owned
subsidiary companies, Bfound.com Services Inc. (Bfound.com), located in
Victoria, British Columbia, mobilePosition AB located in Kista, Sweden and
SignalSoft Japan Kabushiki Kaisha located in Tokyo, Japan. All significant
intercompany balances and transactions have been eliminated in consolidation.

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ significantly from those estimates.

    The accompanying unaudited financial information as of and for the three
months ended March 31, 2002 and 2001, has been prepared in accordance with
generally accepted accounting principles for interim financial information. All
significant adjustments, consisting of only normal and recurring adjustments,
that, in the opinion of management, are necessary for a fair presentation of the
results of operations and cash flows for the three months ended March 31, 2002
and 2001 have been included. Operating results for the three months ended March
31, 2002 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2002. These unaudited condensed consolidated
financial statements should be read in conjunction with the financial statements
and notes thereto for the year ended December 31, 2001, included in the
Company's Annual Report on Form 10-K.

(b) Revenue Recognition

    In accordance with the provisions of SOP 97-2, Software Revenue Recognition
(SOP 97-2), as amended by Statement of Position 98-9, Modification of SOP 97-2,
Software Revenue Recognition with Respect to Certain Transactions(SOP 98-9), the
Company recognizes software license revenue when persuasive evidence of an
arrangement exists, delivery has occurred, the fee is fixed or determinable and
collectibility is probable. Accordingly, the Company recognizes software license
revenue when a contract or a customer purchase order has been received and upon
delivery and acceptance of product. In multiple element arrangements, the
allocation of revenue for each element is estimated based on the vendor specific
objective evidence of fair value ("VSOE") for each undelivered element. VSOE of
fair value for each undelivered element, principally maintenance or services, is
derived by renewals of maintenance or provision of services in which there are
no other deliverables in each respective transaction. VSOE for maintenance is
also provided by renewal rates in maintenance agreements. Revenue relating to
separate maintenance and service contracts is recognized ratably over the
service period and professional service consulting fees are recognized as
services are provided.

    The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability to collect required payments from customers.

(c) Loss per Share

    Loss per share is presented in accordance with the provisions of SFAS No.
128, Earnings Per Share (SFAS No. 128). Under SFAS No. 128, basic earnings
(loss) per share (EPS) excludes dilution for potential common stock issuances
and is computed by dividing earnings or loss available to common stockholders by
the weighted average number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution that would occur if securities or other
contracts to issue common stock were exercised or converted into common stock.
Basic and diluted EPS are the same in each of the quarters ended March 31, 2002
and 2001, as all potential common stock instruments, consisting of common stock
options, are anti-dilutive due to the net losses for each quarter.

    The following is a reconciliation of the numerators and denominators of the
basic and diluted EPS computations (in thousands, except per share data):



                                       6
<PAGE>


<Table>
<Caption>
                                                                   Three Months Ended
                                                                        March 31,
                                                               ----------------------------
                                                                   2002            2001
                                                               ------------    ------------
<S>                                                            <C>             <C>

Numerator:
  Net loss ..................................................  $     (7,063)   $     (4,608)
                                                               ============    ============
Denominator:
  Historical  common shares  outstanding  for basic
     and diluted loss per share at beginning of the period...        25,194          23,510
  Weighted average number of common equivalent shares
     issued during the period ...............................            42              15
                                                               ------------    ------------
  Denominator for basic and diluted loss per
     share -- weighted average shares .......................        25,236          23,525
                                                               ============    ============

  Loss per share -- basic and diluted ......................   $      (0.28)   $      (0.20)
                                                               ============    ============
</Table>


    For all periods presented, 2,250,462 and 832,067 options for the quarters
ending March 31, 2002 and 2001, respectively, were excluded from the diluted
loss per share calculation because their effect would be anti-dilutive.

(2) Recent Accounting Pronouncements

    In June 2001, the FASB issued Statement of Financial Accounting Standard
("SFAS") No. 141 "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets." Under these new standards, all acquisitions subsequent to
June 30, 2001 must be accounted for under the purchase method of accounting, and
purchased goodwill is no longer amortized over its useful life. Rather, goodwill
will be subject to a periodic impairment test based upon its fair value. We do
not expect any impact from adopting the provisions of SFAS No. 141. We have not
yet determined the impact of adopting SFAS No. 142. We expect to complete
valuation activities prior to June 30, 2002 and expect to report any changes in
our second quarterly report of 2002.

    Net income and earnings per share for the quarter ended March 31, 2001
adjusted to exclude amortization expense (net of taxes) is as follows (in
thousands, except per share data):


<TABLE>
<CAPTION>
                                                        Three
                                                     Months Ended
                                                    March 31, 2001
                                                    --------------
<S>                                                 <C>
Net income:
  Reported net loss...............................     $ (4,608)
  Goodwill amortization...........................          225
                                                       --------

       Adjusted net income .......................     $ (4,383)
                                                       ========

Basic and diluted earnings per share:
  Reported loss per share.........................     $  (0.20)
  Goodwill amortization...........................         0.01
                                                       --------

       Adjusted basic and diluted earnings per
         share ...................................     $  (0.19)
                                                       ========
</TABLE>

    In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 addresses
financial accounting and reporting for the impairment and disposal of long-lived
assets and discontinued operations. The Company did not realize an impact from
adopting this standard.

(3) Investments

    The Company has invested in varying types of debt securities. Contractual
maturities vary from 91 days to no more than 5 years. The amortized cost, gross
unrealized holding gains, gross unrealized holding losses and fair value of
held-to-maturity securities by major security type and class of security at
March 31, 2002 were as follows.

<Table>
<Caption>
                                                   Gross          Gross
At March 31, 2002                  Amortized     Unrealized      Unrealized     Aggregate
Held-to-maturity                     Cost      Holding Gains  Holding Losses   Fair Value
-----------------                ------------  -------------  --------------  ------------
<S>                              <C>            <C>            <C>            <C>

Corporate bonds ..............   $    601,324   $        693   $         --   $    602,017
Government securities ........      3,003,175          3,675             --      3,006,850
                                 ------------   ------------   ------------   ------------
                                 $  3,604,499   $      4,368   $         --   $  3,608,867
                                 ============   ============   ============   ============
</Table>

                                       7
<PAGE>


    Maturities of debt securities classified as held-to-maturity were as
follows:

<Table>
<Caption>
                                                            March 31, 2002               December 31, 2001
                                                     ---------------------------   ---------------------------
                                                       Amortized      Aggregate      Amortized      Aggregate
Held to Maturity                                         Cost        Fair Value        Cost        Fair Value
----------------                                     ------------   ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>            <C>

Due greater than 90 days but less than 1 year ....   $  2,000,030   $  2,000,620   $ 15,504,541   $ 15,531,335

Due after 1 year through 5 years .................      1,604,469      1,608,247      5,562,840      5,595,363
                                                     ------------   ------------   ------------   ------------
                                                     $  3,604,499   $  3,608,867   $ 21,067,381   $ 21,126,698
                                                     ============   ============   ============   ============
</Table>

    The Company did not sell any securities classified as held-to-maturity, nor
did it include in income any realized gains or losses on securities
held-to-maturity for the three months ended March 31, 2002 and 2001,
respectively.

(4) Cost Based Investments

    In December 2001, the Company purchased an approximate 14.3% interest in
Ahead Mobile, Inc., a corporation organized under the laws of the Republic of
Korea, for a cash payment of $0.3 million. In December 2000, the Company
purchased an approximate 1.3% interest in Webraska Mobile Technologies, a French
limited liability company, for a cash payment of $1.9 million. The Company uses
the cost method to account for these investments and carries them at the lower
of cost or estimated net realizable value. The Company continually reviews to
determine whether a decline in value below cost basis is other than temporary.
The Company considers a number of factors in this determination, including
financial condition and operating performance, among others. If a decline is
deemed other than temporary, the investment would be written down to estimated
fair value. Write downs for cost based investments would be included in the
Consolidated Statement of Operations as impairment of cost investments. As of
March 31, 2002, there was no impairment to these cost based investments.

(5) Acquisitions

    On April 4, 2000 the Company purchased 76% of the common stock of Bfound.com
for 9,976 shares of SignalSoft common stock and 413,175 shares of Class B common
stock of our Nova Scotia subsidiary with a combined fair value of approximately
$2.3 million and $1.1 million in cash. On May 16, 2000, the Company acquired the
remaining 24% of Bfound.com's common stock for 135,172 shares of Class B common
stock of its Nova Scotia subsidiary with fair value of approximately $0.7
million and $0.4 million in cash. As a result of the acquisition, the Company
recorded approximately $4.7 million of intangible assets, representing primarily
the technology purchased from Bfound.com. Through December 31, 2001, goodwill
was amortized over a 60-month life using the straight-line method. This
transaction was accounted for using the purchase method of accounting. The
shares of the Nova Scotia subsidiary are convertible on a one-to-one basis into
shares of SignalSoft common stock at any time within five years of the
acquisition at the option of the holder. On the five-year anniversary of the
acquisition, the shares would convert at the Company's option. At March 31,
2002, all shares of the Nova Scotia subsidiary had been converted to SignalSoft
common stock.

    Pursuant to the terms of a Share Purchase Agreement, on May 25, 2001, the
Company acquired approximately 99% of the issued and outstanding capital stock
of mobilePosition AB, ("mobilePosition") a corporation organized under the laws
of Sweden. In consideration for the acquired shares of mobilePosition, the
Company paid $1.0 million in cash and issued 1,510,662 shares of its common
stock with a fair value of approximately $12.1 million to such former holders of
the mobilePosition shares. In relation to the share purchase agreement, the
Company issued stock options at a fair value of approximately $0.3 million and
also agreed to reimburse mobilePosition for payments totaling approximately $0.4
million to certain of mobilePosition's employees as a result of the consummation
of the acquisition. Such payments were made in four equal installments at the
end of each of the four quarters beginning June 30, 2001. As a result of the
acquisition the Company recorded approximately $14.9 million of intangible
assets, representing primarily the technology, market presence and employee
value provided by mobilePosition. The transaction was accounted for using the
purchase method of accounting. Through December 31, 2001, goodwill was amortized
on a straight-line basis over a 60-month life.

    In July 2001, the Company issued stock for the remaining 1% of
mobilePosition common stock for consideration of 19,343 shares of the Company's
common stock, with a fair market value of approximately $0.2 million.


                                       8
<PAGE>


    The pro forma results listed below are unaudited and reflect the results as
if the acquisition occurred January 1, 2001, and include the impact of purchase
price adjustments (in thousands, except per share data):

<Table>
<Caption>
                                                      Three Months Ended
                                                        March 31, 2001
                                                      ------------------
<S>                                                   <C>

Total revenue..................................          $    6,274
Net loss ......................................          $   (7,602)
Basic and diluted loss per share...............          $    (0.32)
</Table>

    mobilePosition is engaged in developing location-based applications and
technical solutions for location provisioning services to the wireless
communications market.

    In connection with the adoption of SFAS No. 142, the Company expects to
complete valuation activities prior to June 30, 2002 and expects to report any
changes in our second quarterly report of 2002.


(6) Restructuring Charges

    During the year ended December 31, 2001, the Company incurred a
restructuring charge of $0.4 million as a result of certain actions taken to
reduce our cost structure. The charge was primarily for costs associated with
severing employees, including severance packages and outplacement costs for all
terminated employees. All functional areas were affected by the reduction in
force. All payments related to the restructuring were made during the first
quarter of 2002.

The following table sets forth the restructuring activity through March 31,
2002, in thousands:

<Table>
<Caption>
                                     Accrual                                 Accrual
                                   Balance at                              Balance at
                                  December 31,      Cash       Noncash      March 31,
                                      2001        Payments     Charges        2002
                                 -------------   ----------   ----------   ------------
<S>                              <C>             <C>          <C>          <C>

Severance                         $        330   $      330   $       --   $         --

Legal and Outplacement Services             22           22           --             --
                                  ------------   ----------   ----------   ------------

                                  $        352   $      352   $       --   $         --
                                  ============   ==========   ==========   ============
</Table>

      Severance and employment-related charges consist primarily of severance,
health benefits, other termination costs and legal costs as a result of the
termination of approximately 30 employees, of which 66% were in selling, general
and administrative functions, 20% were in research and development and 14% were
in operations.

      As a result of the Company's continued change in strategy and its desire
to improve its cost structure and profitability, in April 2002 the Company
announced a restructuring plan that will, among other things, reduce the
Company's workforce by approximately 83 employees. In connection with the
implementation of the restructuring plan, the Company expects to incur expenses
of approximately $2.5 million in the second quarter of 2002 to cover the costs
of severance, elimination of excess facilities and related leasehold
improvements, asset disposals and other restructuring related charges.

(7) Significant Customers and Concentration or Credit Risk

    Revenue earned from significant customers for the three months ended March
31, 2002 and 2001, respectively is:

<Table>
<Caption>
                                                2002   2001
                                                ----   ----
<S>                                             <C>   <C>

             Company A.....................       1%    32%
             Company B.....................       2%    17%
             Company C.....................      37%    23%
             Company D.....................      13%    --
             Company E.....................      12%    --
             Company F.....................      --     14%
</Table>

                                       9
<PAGE>


    At March 31, 2002 and 2001, receivables from these customers represented 32%
and 75%, respectively, of trade accounts receivable.

    As of March 31, 2002, the Company had approximately $37 and $13 million on
deposit with two financial institutions.

(8) RELATED PARTY TRANSACTIONS

    Certain consulting services were provided by a company, of which a member of
our Board of Directors is Vice President and partner. The payments related to
these services totaled $349,845 and $20,000 in the quarters ended March 31, 2002
and 2001, respectively. Other consulting services were provided to the Company
by relatives of an officer of the Company. Payments related to these services
approximated $16,035 and $20,132 for the quarters ended March 31, 2002 and 2001,
respectively. The transactions were approved by the Board of Directors and
payments for services are at market value.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

     This Quarterly Report on Form 10-Q contains a number of forward-looking
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995), that reflect our current views with respect to future events and
financial performance. We use words such as "estimates," "projects," "believes,"
"anticipates," "intends," "expects," "future," and similar expressions to
identify forward-looking statements. Such statements are based on currently
available information and are subject to risks and uncertainties that could
cause actual results to differ materially from those contemplated in such
forward-looking statements. See the discussion under "Factors That May Affect
Future Results" in our Annual Report on Form 10-K for the year ended December
31, 2001. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Form 10-Q. We do not
undertake any obligation to release publicly any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

OVERVIEW

    Since 1995, we have been developing and marketing mobile location services
products to the wireless industry. We have focused our efforts on designing a
software platform and building related applications that help carriers generate
new revenue from one of their key assets -- the location of their subscribers.
Our software products enable the delivery of location-based voice and data
services to mobile operators and help operators to capitalize on the growing
trend toward mobile use of the Internet.

    We were incorporated in Colorado in 1994 and reincorporated in Delaware in
1998. From our inception until 1997, our efforts were primarily devoted to
research and development, raising capital, recruiting personnel and establishing
key industry partnerships. We generated total revenue of approximately $20.4
million in 2001, $13.6 million in 2000 and $2.0 million in 1999. We incurred net
losses of approximately $29.1 million in 2001, $13.2 million in 2000 and $7.6
million in 1999. We expect that for the next year our losses will continue on a
quarterly basis. While it is our objective to realize profitability during at
least one quarter in 2003, there can be no assurance that we will achieve
profitability in any quarter, and if we do, that we would be able to sustain or
increase profitability in following quarters. As of March 31, 2002, we had an
accumulated deficit of $67.8 million.

    In 1996, the Federal Communications Commission mandated that all wireless
carriers offer a 911 service with features equivalent in many respects to those
of wireline 911 services. We used this mandate as an opportunity to develop a
mobile location services product called SafetyFirst (which we previously called
"Wireless 911") that met the requirements of the telecommunications industry.
Although we realized that the revenue potential for SafetyFirst was somewhat
limited, we believed that our development and rollout of SafetyFirst was an
opportunity to capture market share in mobile location services and to develop
valuable partnerships in the wireless industry.

    We introduced SafetyFirst in 1997. Actual deployment of the product has been
slow, which we believe is due primarily to contractual and liability issues
among carriers, local safety agencies and local exchange carriers. Following our
launch of SafetyFirst, we focused on our core strategy of developing mobile
location services products that help wireless carriers differentiate their
service offerings, build subscriber loyalty and generate additional revenue.


                                       10
<PAGE>


Since the introduction of our first product in 1997, we have launched IN
Location (which we previously called "local.info"), Location Sensitive Billing
and FriendFinder and have introduced a complete operating platform to include
Location Manager, Location Studio and MAPS. Additionally, since 1998 we expanded
and opened international offices in the United Kingdom, Singapore and Japan and
began actively marketing our services to mobile operators in Europe and Asia
Pacific. In May 2000, we completed the acquisition of Bfound.com Services, Inc.,
a British Columbia based company providing us with mobile location services
tracking technology. In May 2001, we announced our acquisition of
mobilePosition, a Sweden based company that develops customer oriented location
based applications for mobile operators. These acquisitions bring us additional
marketing and distribution relationships with major industry players and allow
us to immediately provide an extended range of corporate and consumer
applications to wireless network operators worldwide. We also continue our
strategy of establishing partnerships throughout the industry, expanding our
selling and marketing efforts in Europe, Japan, Asia Pacific, Sweden, Australia
and the United States and adding features to our products.

    Since our inception, we have continued to invest substantially in research
and development, marketing, domestic and international sales channels,
professional services and our operational and administrative infrastructure,
resulting in losses and negative operating cash flows. We expect to continue to
incur losses, which may be substantial, and generate negative cash flows from
operations for the next year. Our revenue must grow substantially if we are to
offset our current operating expenses and become profitable. Our objective is to
realize profitability during at least one quarter in 2003, however, there can be
no assurance that we will achieve profitability in a quarter, or if we do, that
we would be able to sustain or increase profitability in following quarters.

RECENT ACCOUNTING PRONOUNCEMENTS

    In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" ("SFAS 143"). SFAS 143 established accounting standards
for recognition and measurement of a liability for the costs of asset retirement
obligations. Under SFAS 143, the costs for retiring an asset will be recorded as
a liability when the retirement obligation arises and will be amortized to
expense over the life of the asset. We do not believe the adoption of this
statement will have a material impact on the Company's financial position,
results of operations or cash flows.

CRITICAL ACCOUNTING POLICIES

    Our consolidated financial statements are impacted by the accounting
policies used and the estimates and assumptions made by management during their
preparation. Critical accounting policies and estimates that most impact our
consolidated financial statements are those that relate to our revenue
recognition, accounts receivable, intangibles, investments and equipment and
leasehold improvements. Presented below is a description of the accounting
policies we deem critical to understanding our consolidated financial
statements.

    REVENUE RECOGNITION: We earn revenue primarily from license fees,
maintenance fees and professional services sold through direct sales or through
our channel partners. Our license arrangements, which do not provide for a right
of return, are primarily perpetual licenses. We also offer different levels of
maintenance and support arrangements, which provide the customer the right to
receive error and bug fix releases and version releases of the product made
available during the license term.

    We recognize revenue in accordance with Statement of Position 97-2, Software
Revenue Recognition ("SOP 97-2"), as amended by SOP 98-9, and generally
recognize revenue when all of the following criteria are met as set forth in
paragraph 8 of SOP 97-2: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the fee is fixed and determinable; and (4)
collectibility is probable. We define each of these four criteria above as
follows:

        Persuasive evidence of an arrangement exists. It is our customary
    practice to have a written contract, which is signed by both the customer
    and the Company, or in situations where a contract is not required a
    customer purchase order has been received.

        Delivery has occurred. Our software may be either physically or
    electronically delivered to the customer. Delivery is deemed to have
    occurred upon the earlier of notification by the customer of acceptance or
    the software product has been moved into production by the customer. If
    undelivered products or services exist in an arrangement that are essential
    to the functionality of the delivered product, delivery is not considered to
    have occurred until these products or services are delivered.


                                       11
<PAGE>
        The fee is fixed and determinable. Our customers generally pay a
    per-subscriber fee or a capacity-based transaction fee for our products,
    which are negotiated at the outset of an arrangement. Subscriber-based
    licenses can be purchased for a specific number of users, or pay recurring
    annual, quarterly or monthly fees per subscriber. For perpetual licenses,
    additional license fees are due when the total number of subscribers using
    our products increases beyond the specified number for which a license was
    purchased. For capacity-based pricing, customers pay for the ability to
    process a maximum number of subscriber transactions per month. If more
    capacity is needed, more licenses must be purchased. Arrangement fees are
    generally due within one year or less from product delivery. Fees payable to
    the Company pursuant to payment schedules that extend beyond our customary
    payment terms are deemed not fixed or determinable, and revenue from such
    arrangements is recognized as payments become due.

        Collectibility is probable. Collectibility is assessed on a
    customer-by-customer basis. We typically sell to customers with high credit
    ratings and solid payment practices. New customers are subjected to a credit
    review process, in which we evaluate the customers' financial positions and
    ultimately their ability to pay. If it is determined from the outset of an
    arrangement that collectibility is not probable based upon our credit review
    process, revenue is recognized as cash payments are received.

    We allocate revenue on software arrangements involving multiple elements to
each element based on the relative fair value of each element. Our determination
of fair value of each element in multiple element arrangements is based on
vendor-specific objective evidence ("VSOE"). We limit our assessment of VSOE to
the price charged when the same element is sold separately. We have analyzed all
of the elements included in our multiple-element arrangements and determined
that we have sufficient VSOE to allocate revenue to maintenance and support
services and professional service components of our license arrangements. We
sell our professional services separately, and have established VSOE on this
basis. VSOE for maintenance and support services is based on the customer's
annual renewal rates for these elements. Accordingly, assuming all other revenue
recognition criteria are met, revenue from licenses is recognized on delivery
using the residual method in accordance with SOP 98-9, and revenue from
maintenance and support services is recognized ratably over the respective term.
We recognize revenue from time-based licenses ratably over the license term.

    Our professional services generally are not essential to the functionality
of the software. Our software products are fully functional upon delivery and
implementation and do not require any significant modification or alteration.
Customers purchase these professional services to facilitate the adoption of our
technology and dedicate personnel to participate in the services being
performed, but they may also decide to use their own resources or appoint other
professional service organizations to provide these services. Software products
are typically billed separately and independently from professional services,
which are generally billed either on a time-and-materials or a
milestone-achieved basis. We generally recognize revenue from professional
services as the services are performed.

    ACCOUNTS RECEIVABLE. Accounts receivable is recorded net of allowance for
doubtful accounts totaling $2.1 million each of March 31, 2002 and December 31,
2001, respectively. We regularly review the adequacy of our accounts receivable
allowance after considering the size of the accounts receivable aging, the ages
of each invoice, each customer's expected ability to pay and our collection
history with each customer. We review any invoice greater than 90 days past due
to determine if an allowance is appropriate based on the risk category using the
factors discussed above. The allowance for doubtful accounts represents our best
estimate, but changes in circumstances relating to accounts receivable may
result in additional allowances or recoveries in the near future.

    INTANGIBLES: We review long-lived assets, including intangible assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to the undiscounted future cash flow expected to be generated from the operation
of that asset. If assets are considered to be impaired, the impairment to be
recognized is measured by the amount in which the carrying amount of the assets
exceeds the fair market value of the assets. An asset's fair value will be
determined by future discounted net cash flows expected to be generated by the
asset. Assets to be disposed of are reported at the lower of the carrying amount
or fair value, less costs to sell. There were no impairment losses during the
three months ended March 31, 2002 or 2001. Through December 31, 2001, goodwill
was amortized over a 60-month period, using the straight-line method. As
discussed in "Recent Accounting Pronouncements" above, we will adopt SFAS No.
141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangibles" as
of January 1, 2002. As a result, goodwill and certain intangible assets will not
be amortized, but instead, will be reviewed for impairment at least annually, in
accordance with the provisions of this statement.

    INVESTMENTS: We classify our investments in debt securities as
held-to-maturity. Held-to-maturity securities require that we have the positive
intent and the ability to hold a security to maturity. Held-to-maturity
securities are valued at amortized cost.

    Our investment policy prohibits the Company from engaging in investment
activities that would be considered speculative according to the principles of
conservative investment management. A speculative investment is defined as an
assumption of risk in


                                       12
<PAGE>


anticipation of gain while recognizing a higher than average possibility of
loss. Additionally, investments are limited to high credit quality securities.
Approved securities, minimum ratings and portfolio concentration limitations are
specifically identified in the investment policy. Derivative instruments of any
kind are not included as approved securities.

    EQUIPMENT AND LEASEHOLD IMPROVEMENTS: Equipment and leasehold improvements
are recorded at cost and reduced by provisions to recognize economic impairment
in value when management determines that such impairment has occurred.
Indications of impairment include property abandonment, damage and obsolescence.
Cost of maintenance and repairs are charged to operations as incurred.
Depreciation is calculated using the straight-line method over the estimated
useful lives of the assets, which range from 3 to 5 years. Amortization of
leasehold improvements is calculated over the lesser of the lease term or the
estimated useful lives of the improvements, which is estimated at 10 years.



RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 COMPARED WITH THREE MONTHS ENDED MARCH 31,
2001


Revenue

         We generate three different types of revenue. License revenues are
primarily associated with the licensing of our application and infrastructure
software products to service providers; maintenance and support revenues are
derived from customer support, scheduled product upgrades and other software
support services; and professional services revenues, which are derived
primarily from providing deployment and integration consulting services to
service providers. During the three months ended March 31, 2002, approximately
37%, 13%, and 12% of our revenue resulted from sales to Sprint, OMG and One2One,
respectively.

    License fees. License fee revenue decreased $2.6 million to approximately
$2.9 million for the three months ended March 31, 2002 from approximately $5.5
million for the three months ended March 31, 2001. The decrease in license fee
revenue during the three months ended March 31, 2002, resulted primarily from
the economic downturn in our industry and the decrease in sales of licenses for
various products under our reseller agreements.

    Maintenance fees. Maintenance fee revenue increased approximately $0.2
million to approximately $0.4 million for the three months ended March 31, 2002
from approximately $0.2 million for the three months ended March 31, 2001. The
change in maintenance fee revenue reflects a larger base of deployed products
and the deployment of our products by our resellers.

    Professional services and other. Professional services and other revenue
increased approximately $71,000 in the three months ended March 31, 2002. The
increase reflects continued development with current and new customers.

Cost of Revenue

     Cost of revenue remained primarily unchanged at approximately $1.7 million
for the three months ended March 31, 2002 as compared to the three months ended
March 31, 2001. Operations personnel increased to 46 at March 31, 2002 from 38
at March 31, 2001, largely a result of the acquisition of mobilePosition. The
increase resulting from headcount was offset by a reduction in travel of the
same amount. As a percentage of total revenue, cost of revenue increased to 43%
for the three months ended March 31, 2002, from 27% for the three months ended
March 31, 2001. This increase is a direct result of reduced revenues during the
three months ended March 31, 2002.


Selling, General and Administrative

    Selling, general and administrative ("SG&A") costs decreased approximately
$1.0 million to approximately $5.4 million for the three months ended March 31,
2002, from approximately $6.4 million for the three months ended March 31, 2001.
The decrease in SG&A expense results primarily from decreased commissions
expense of $1.4 million reflecting the overall decline in revenues and a
decrease of $0.2 million due to a decline in SG&A personnel to 90 as of March
31, 2002 from 94 as of March 31, 2001 reflecting implementation of the
restructuring plan announced in December 2001. This decrease in costs is offset
by an increase of $0.5 million in the first quarter of 2002 for costs associated
with mobilePosition, purchased in May 2001, along with additional costs of $0.1
million associated with the restructuring plan announced in December 2001.


                                       13
<PAGE>


Research and Development

    Research and development ("R&D") expenses increased $0.3 million to
approximately $3.3 million for the three months ended March 31, 2002, from
approximately $3.0 million for the three months ended March 31, 2001. The change
in R&D costs is due primarily to an increase of $0.4 million in salaries and
benefits. This increase in salaries and benefits is associated with the change
in R&D personnel to 97 as of March 31, 2002 from 82 as of March 31, 2001, which
reflects the additional personnel provided for in the purchase of mobilePosition
in May 2001.

Depreciation and Amortization

    Depreciation and amortization was approximately $0.6 million for each of the
three months ended March 31, 2002 and March 31, 2001. Depreciation increased by
approximately $0.2 million resulting from the increase in equipment and
leasehold improvements to approximately $9.8 million as of March 31, 2002, from
$5.9 million at March 31, 2001. This is offset by a decrease of $0.2 million in
the amortization of goodwill resulting from the adoption of SFAS 142, which
eliminates the amortization of goodwill.

Stock Option Compensation Expense

    Stock-based compensation expense totaled $0.3 million in each of the three
months ended March 31, 2002 and 2001. These costs relate to options granted in
2000, 1999, 1998 and 1997 under our stock option plans with exercise prices
deemed to be at less than fair value of common stock at the date of grant.
Unrecognized compensation expense as of March 31, 2002 totaled approximately
$1.8 million.


Interest and Other Income, Net

    Other income decreased approximately $0.8 million to approximately $0.3
million for the three months ended March 31, 2002 from approximately $1.1
million for the three months ended March 31, 2001. The decrease results
primarily from interest income derived from generally lower interest rates and
decreased cash equivalents and investment balances resulting from cash used in
the operations of the business.

Liquidity and Capital Resources

    Since our inception and until our initial public offering in August 2000, we
financed our operations primarily through the private offering of redeemable,
convertible preferred stock, which totaled $44.3 million, net of issuance costs.
In addition, we financed our operations through an equipment loan, capital
leases and short-term bridge loans. Upon completion of our initial public
offering, a total of 5,060,000 common shares were sold to the public, which
resulted in net proceeds to the Company after expenses of $78.9 million.
Additionally, upon completion of the initial public offering, all the
redeemable, convertible preferred stock converted into common stock. We also
receive funds, from time to time, from the exercise of options to purchase
shares of our stock.

    During the three months ended March 31, 2002, cash and cash equivalents
increased $8.9 million. This increase resulted primarily from cash provided by
investing activities of $17.1 million offset by cash used in operating
activities of $8.2 million.

    Net cash used in operating activities of $8.2 million during the three
months ended March 31, 2002 resulted primarily from net operating losses of $7.1
million, which reflects our continued investment in market development and due
to cash expenditures for accrued expenses and increased receivables.

    Net cash provided by investing activities of $17.1 million for the three
months ending March 31, 2002, resulted primarily from net investment maturities
of $17.5 million, offset by cash used for additions to equipment of $0.5
million. As of March 31, 2002, we had cash, cash equivalents, restricted cash
and marketable short-term and long-term investments of $50.6 million.

    Net cash provided by financing activities of $42,000 in the three months
ended March 31, 2002, resulted from cash provided by the exercise of stock
options.


                                       14
<PAGE>


    As of March 31, 2002, our principal commitments consisted of obligations
outstanding under operating lease obligations totaling approximately $7.0
million over the next five years. In addition, we have a revolving line of
credit agreement providing for borrowings up to $0.4 million through April 2002.
No borrowings were outstanding under this line of credit as of March 31, 2002.

    We believe that our current cash and investment securities will be
sufficient to meet our current operating cash needs and that there will be no
need to seek additional capital. However, if our plans or assumptions change or
are inaccurate or if we make any acquisitions, we may need to seek capital
either through public or private debt or equity offerings. If we raise funds
through the issuance of equity securities, the percentage ownership of our
then-current stockholders may be reduced and the holders of new equity
securities may have rights, preferences or privileges senior to our common
stock. If we obtain additional funds through a bank credit facility or through
issuance of debt securities or preferred stock, this indebtedness or preferred
stock would have rights senior to the rights of our common stock, and their
terms could impose significant restrictions on our operations. If we are unable
to obtain additional financing, we may be required to reduce the scope of our
planned expansion, product development and marketing efforts which could have an
adverse impact on our business, financial condition and operating results.

    Based on our operating experience to date, we have not experienced
significant seasonality in our sales. Additionally, we do not expect that
inflation will have a material effect on our results of operations.



    ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

    The following discusses our exposure to market risk related to changes in
interest rates and foreign currency exchange rates. This discussion contains
forward-looking statements that are subject to risks and uncertainties. Actual
results could vary materially as a result of a number of factors including those
set forth in the Risk Factors section of the Company's Annual Report on Form
10-K for the year ended December 31, 2001. As of March 31, 2002, we had
short-term investments of $2.0 million and long-term investments of $1.6
million. These investments are subject to interest rate risk and will decrease
in value if market interest rates increase. A hypothetical increase or decrease
in market interest rates by 10% from the March 31, 2002 rates would cause the
fair value of these investments to change by an insignificant amount. We have
the ability to hold these investments until maturity, and therefore we do not
expect the value of these investments to be affected to any significant degree
by the effect of a sudden change in market interest rates. Declines in interest
rates over time will, however, reduce our interest income.

    During the three months ended March 31, 2002, approximately 39% of our
revenue resulted from sales outside the United States, predominantly in Europe.
Fluctuations in the value of foreign currencies relative to the United States
dollar could cause us to incur currency exchange losses. We expect that as a
result of our partner sales channel strategy that we will be paid in United
States dollars for the majority of our international sales. However, to the
extent our international revenue increases and we are paid in currency other
than United States dollars, we will be exposed to greater foreign currency
exchange risk. We have experienced some fluctuation in the value of payments
made to us in currencies other than United States dollars. Although these
fluctuations have not materially affected our financial results, these types of
fluctuations subject us to potential foreign currency gains and losses that may
have a material effect on our financial results in the future. Additionally, we
do not maintain significant asset or cash account balances in currencies other
than the United States dollar. Therefore, we do not believe that we currently
have any significant direct foreign currency exchange rate risk.

    We have not engaged in foreign currency or other hedging activities and do
not enter into derivative financial instrument transactions for trading,
speculative or any other purposes. We have no experience with any such
activities or transactions, and if we enter into them in the future, we could
incur substantial losses on these activities. Our investment policy prohibits
the Company from engaging in investment activities that would be considered
speculative according to the principles of conservative investment management. A
speculative investment is defined as an assumption of risk in anticipation of
gain while recognizing a higher than average possibility of loss. Additionally,
investments are limited to high credit quality securities. Approved securities,
minimum ratings and portfolio concentration limitations are specifically
identified in the investment policy. Derivative instruments of any kind are not
included as approved securities.


                                       15
<PAGE>


                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         We are not a party to any material legal proceedings nor are we
currently aware of any threatened material legal proceedings. From time to time,
we may become involved in litigation relating to claims arising out of our
operations in the normal course of our business.

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS

         On August 2, 2000, in connection with our initial public offering, a
Registration Statement on Form S-1 (No. 333-34670) was declared effective by the
Securities and Exchange Commission, pursuant to which 5,060,000 shares of our
common stock, including underwriters' over-allotment, were offered and sold for
our account at a price of $17.00 per share. The managing underwriters were
Salomon Smith Barney, Donaldson, Lufkin & Jenrette, and Lehman Brothers.
Aggregate gross proceeds from the offering were approximately $86.0 million.

         From our initial public offering, we incurred approximately $6.0
million in underwriters' discounts and commissions and approximately $1.1
million in legal, accounting and document preparation fees. After deducting
expenses of the offering, we received net offering proceeds of approximately
$78.9 million. The net proceeds were invested in short-term and long-term
financial instruments. No payments constituted direct or indirect payments to
any of our directors, officers or general partners or their associates, to
persons owning 10% or more of any class of our equity securities or to any of
our affiliates.

         During the three months ended March 31, 2002, net proceeds from the
initial public offering were utilized primarily for research and development
activities, general corporate activities and capital expenditures. The actual
amount of net proceeds we spend on a particular use will depend on many factors,
including our future revenue growth; additional financing sources, if any,
availability and desirability of acquisition candidates; the amount of
expenditures required for other uses; and the amount of cash generated or used
by our operations. Many of these factors are beyond our control. Therefore, our
management has broad discretion in the use of the net proceeds. Until we use the
net proceeds of the offering as described above, we intend to continue to invest
the majority of net proceeds in investment grade marketable securities and
limited funds in longer-term investment grade securities.

         During the three months ended March 31, 2002, we issued 92,106 shares
of common stock upon the exercise of employee stock options granted under the
Company's 1995 Non-Qualified Stock Option Plan resulting in total proceeds of
approximately $42,000.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES
        Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
        Not applicable.

ITEM 5. OTHER INFORMATION
        Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
        (a) Exhibits
            None.

        (b) Reports on Form 8-K
            None.



                                       16

<PAGE>


                                   SIGNATURES

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

                                      SIGNALSOFT CORPORATION

                                      By       /s/ ANDREW M. MURRAY
                                         ---------------------------------------
                                                   Andrew M. Murray
                                         Senior Vice President of Finance and
                                               Chief Financial Officer

Dated: May 10, 2002





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