<PAGE>   1

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


                       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, 2001

                          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, 2001, there were 23,592,435 shares of $0.001 par value Common
Stock outstanding,



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

<PAGE>   2

                     SIGNALSOFT CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                      Page Number
                                                                                                      -----------
<S>               <C>                                                                                 <C>
PART I -          FINANCIAL INFORMATION

Item 1.             Consolidated Financial Statements:

                     Unaudited Consolidated Balance Sheets at December 31, 2000 and
                     March 31, 2001..................................................................      3

                     Unaudited Consolidated Statements of Operations and Comprehensive Loss for
                     the three months ended March 31, 2000 and 2001..................................      4

                     Unaudited Consolidated Statements of Cash Flows for the three months ended
                     March 31, 2000 and 2001.........................................................      5

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

Item 2.              Management's Discussion and Analysis of Condition and Results of Operations.....      9

Item 3.              Quantitative and Qualitative Disclosures about Market Risk......................     13

PART II -            OTHER INFORMATION

Item 1.              Legal Proceedings...............................................................     14

Item 2.              Change in Securities and Use of Proceeds........................................     14

Item 3.              Defaults Upon Senior Securities.................................................     14

Item 4.              Submission of Matters to a Vote of Security Holders.............................     14

Item 5.              Other Information...............................................................     15

Item 6.              Exhibits and Reports on Form 8-K................................................     15

SIGNATURES ..........................................................................................     16
</TABLE>



                                        2
<PAGE>   3

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                     SIGNALSOFT CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                   UNAUDITED

<TABLE>
<CAPTION>
                                                                               DECEMBER 31,       MARCH 31,
                                                                                   2000              2001
                                                                              --------------    --------------
                             ASSETS
<S>                                                                           <C>               <C>
Current assets:
  Cash and cash equivalents ...............................................   $   58,374,899    $   44,991,260
  Trade accounts receivable, net ..........................................        7,964,648         6,340,651
  Prepaid expenses and other ..............................................        1,307,509         1,628,593
  Short-term investments, held to maturity ................................       18,072,154        19,588,739
                                                                              --------------    --------------
          Total current assets ............................................       85,719,210        72,549,243
Equipment and leasehold improvements, net .................................        3,579,067         4,109,937
Intangible and other assets, net ..........................................        3,838,969         3,613,589
Investment at cost ........................................................        1,863,650         1,863,650
Long-term investments, held to maturity ...................................        8,869,788        16,508,431
                                                                              --------------    --------------
          Total assets ....................................................   $  103,870,684    $   98,644,850
                                                                              ==============    ==============

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Capital lease obligation ................................................   $       26,589    $       10,133
  Trade accounts payable ..................................................          872,151         1,100,257
  Accrued compensation payable ............................................        1,924,942         1,598,708
  Other accrued expenses ..................................................          931,618         1,135,504
  Deferred revenue ........................................................        1,340,244           350,862
                                                                              --------------    --------------
          Total current liabilities .......................................        5,095,544         4,195,464

Stockholders' equity:
  Preferred stock, par value $.001, 10,000,000 shares authorized, none
     issued ...............................................................               --                --
  Common stock, par value $.001, 65,000,000 shares authorized,
     23,509,765 and 23,568,765 shares issued and outstanding
     in 2000 and 2001, respectively .......................................           23,510            23,569
  Additional paid-in capital ..............................................      133,782,219       133,813,190
  Deferred stock option compensation ......................................       (3,222,919)       (2,930,356)
  Accumulated deficit .....................................................      (31,732,358)      (36,340,814)
  Treasury shares, at cost (5,370 shares, par value $.001) ................          (28,622)          (28,622)
  Accumulated other comprehensive loss ....................................          (46,690)          (87,581)
                                                                              --------------    --------------
          Total stockholders' equity ......................................       98,775,140        94,449,386
                                                                              --------------    --------------
          Total liabilities and stockholders' equity ......................   $  103,870,684    $   98,644,850
                                                                              ==============    ==============
</TABLE>

                             See accompanying notes.



                                       3
<PAGE>   4

                    SIGNALSOFT CORPORATION AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

                                   UNAUDITED


<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED MARCH 31,
                                                                           ----------------------------
                                                                               2000            2001
                                                                           ------------    ------------
<S>                                                                        <C>             <C>
Revenue:
  License fees .........................................................   $    745,905    $  5,537,083
  Maintenance fees .....................................................         68,200         181,041
  Professional services and other ......................................        810,903         491,723
                                                                           ------------    ------------
          Total revenue ................................................      1,625,008       6,209,847
Cost of revenue (exclusive of stock option compensation expense
  of $22,343, and $45,269, for the three months ended
  March 31, 2000 and 2001, respectively) ...............................        611,559       1,658,566
                                                                           ------------    ------------
          Gross profit .................................................      1,013,449       4,551,281
Operating expenses:
  Selling, general and administrative (exclusive of stock option
     compensation expense of $56,043, and $167,735 for the
     three months ending March 31, 2000 and 2001, respectively) ........      2,023,740       6,405,317
  Research and development (exclusive of stock option compensation
      expense of $38,460, and $79,559 for the three months ending
      March 31, 2000 and 2001, respectively) ...........................      1,842,848       3,016,046
  Depreciation and amortization ........................................         69,859         595,076
  Stock option compensation expense ....................................        116,846         292,563
                                                                           ------------    ------------
          Total operating expenses .....................................      4,053,293      10,309,002
                                                                           ------------    ------------
          Loss from operations .........................................     (3,039,844)     (5,757,721)
Other income (expense):
  Interest income ......................................................        371,682       1,210,226
  Interest expense .....................................................         (6,685)        (49,987)
  Other, net ...........................................................             --         (10,974)
                                                                           ------------    ------------
          Total other income, net ......................................        364,997       1,149,265
                                                                           ------------    ------------
          Net loss .....................................................     (2,674,847)     (4,608,456)

Preferred stock dividend requirement and accretion of
  mandatorily redeemable convertible preferred stock to redemption
  value ................................................................       (911,507)             --
                                                                           ------------    ------------
          Net loss attributable to common
            stockholders ...............................................   $ (3,586,354)   $ (4,608,456)
                                                                           ============    ============
Loss per share -- basic and diluted ....................................   $      (0.56)   $      (0.20)
                                                                           ============    ============
Weighted average number of common shares outstanding--
   Basic and diluted ...................................................      6,438,804      23,524,631
                                                                           ============    ============
Other comprehensive loss -- foreign currency translation
  adjustment ...........................................................             --         (40,891)
                                                                           ------------    ------------
          Comprehensive loss ...........................................   $ (2,674,847)   $ (4,649,347)
                                                                           ============    ============
</TABLE>

                             See accompanying notes.



                                       4
<PAGE>   5

                     SIGNALSOFT CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED
                                                                              MARCH 31,
                                                                    ----------------------------
                                                                        2000            2001
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
Cash flows from operating activities:
  Net loss ......................................................   $ (2,674,847)   $ (4,608,456)
  Adjustments to reconcile net loss to net cash used by
    operating activities:
    Depreciation and amortization ...............................         79,107         638,246
    Compensation and interest expense related to issuance of
      common stock options and warrants .........................        116,846         292,563
    Other, net ..................................................             --          (7,890)
    Changes in operating assets and liabilities:
      Trade accounts receivable .................................       (937,628)      1,623,997
      Prepaid expenses and other ................................       (507,221)       (321,084)
      Trade accounts payable ....................................     (1,342,302)        228,106
      Accrued expenses ..........................................        805,840        (122,348)
      Deferred revenue ..........................................        (38,500)       (989,382)
                                                                    ------------    ------------
         Net cash used by operating activities ..................     (4,498,705)     (3,266,248)
                                                                    ------------    ------------
Cash flows from investing activities:
  Additions to equipment and leasehold improvements .............       (626,023)       (984,627)
  Cash paid for short-term and long-term securities .............             --      (9,155,228)
  Prepaid acquistion costs ......................................       (301,865)             --
                                                                    ------------    ------------
         Net cash used by investing activities ..................       (927,888)    (10,139,855)
                                                                    ------------    ------------
Cash flows from financing activities:
  Prepaid stock offering costs ..................................        (91,275)             --
  Proceeds from issuance of mandatorily redeemable,
    convertible preferred stock .................................     12,122,294              --
  Proceeds from the exercise of stock options ...................         86,084          38,920
  Principal payments on debt and capital lease
    obligations .................................................        (28,531)        (16,456)
                                                                    ------------    ------------
         Net cash provided by financing activities ..............     12,088,572          22,464
                                                                    ------------    ------------
Net increase (decrease) in cash and cash equivalents ............      6,661,979     (13,383,639)
Cash and cash equivalents at beginning of period ................     18,051,349      58,374,899
                                                                    ------------    ------------
Cash and cash equivalents at end of period ......................   $ 24,713,328    $ 44,991,260
                                                                    ============    ============
Supplemental disclosures of cash flow from operations-
  cash paid for interest ........................................   $      6,584    $     14,487
                                                                    ============    ============
Supplemental disclosures of non-cash financing and investing
  activities:
  Loans issued to employees for stock option exercises ..........   $    109,104    $         --
                                                                    ============    ============
</TABLE>


                             See accompanying notes.



                                       5
<PAGE>   6

                     SIGNALSOFT CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    UNAUDITED

(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 two wholly owned
subsidiary companies, Bfound.com Services Inc. (Bfound.com), located in
Victoria, British Columbia 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 March 31, 2001 and
2000 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, 2001 and 2000 have been
included. Operating results for the three months ending March 31, 2001 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2001. These condensed consolidated financial statements should be
read in conjunction with the financial statements and notes thereto for the year
ended December 31, 2000 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. In addition, SOP 97-2 requires that revenue
recognized from software arrangements be allocated to each element of a multiple
element arrangement based on the vendor specific objective evidence of each
element. The Company records revenue from licensing fees as individual products
are delivered and accepted by the customer. Revenue relating to separate
maintenance and service contracts is recognized ratably over the service period.
Professional services consulting fees are recognized as services are provided.



                                       6
<PAGE>   7
   (c) Loss per Share

     Loss per share is presented in accordance with the provisions of Statement
of Financial Accounting Standards 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
2000 and 2001, as all potential common stock instruments, consisting of common
stock options and warrants and convertible preferred stock, are anti-dilutive.

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

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                                 MARCH 31,
                                                             2000          2001
                                                          ----------    ----------
<S>                                                       <C>           <C>
Numerator:
   Net loss attributable to common stockholders .......   $   (3,586)   $   (4,608)
   Weighted average common shares outstanding .........        6,438        23,524

Denominator:
   Basic weighted average shares outstanding ..........        6,438        23,524
   Dilutive effect of employee stock options ..........           --            --
   Dilutive effect of put option ......................           --            --
   Dilutive weighted average shares outstanding .......        6,438        23,524

Earnings per share--basic .............................   $    (0.56)   $    (0.20)
Earnings per share--diluted ...........................   $    (0.56)   $    (0.20)
</TABLE>


The number of antidilutive stock options (options whose exercise price is
greater than the average SignalSoft stock price during the period) omitted from
the computation of weighted average shares - diluted was 458,652 and 832,067 for
the three months ended March 31, 2000 and 2001, respectively.

   (d) Reclassifications

     Certain prior period amounts have been reclassified to conform to the 2001
financial statement presentation.

(2) DEBT

     The Company has a revolving line-of-credit agreement, which provides for
borrowings of up to $400,000 through April 20, 2002. Interest on the
line-of-credit accrues at the bank's prime rate (8.0% on March 31, 2001) and is
payable monthly. If borrowings are made, $1,000,000 is required to be maintained
on account with the bank as a compensating balance. The Company had no
borrowings under the line at March 31, 2001.

                                       7
<PAGE>   8

(3) INVESTMENTS

     The Company has invested proceeds from the initial public offering 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, 2001 were as follows.

<TABLE>
<CAPTION>
                                              GROSS            GROSS
AT MARCH  31, 2001           AMORTIZED      UNREALIZED       UNREALIZED       AGGREGATE
HELD-TO-MATURITY               COST       HOLDING GAINS    HOLDING LOSSES    FAIR VALUE
------------------          -----------   -------------    --------------    -----------
<S>                         <C>           <C>              <C>               <C>
Corporate bonds .........    10,745,830   $      21,580    $         (305)   $10,767,105
Commercial paper ........     8,337,607          49,615                --      8,387,222
Government securities ...    17,013,733          50,407                --     17,064,140
                            -----------   -------------    --------------    -----------
                            $36,097,170   $     121,602    $         (305)   $36,218,467
                            ===========   =============    ==============    ===========
</TABLE>

     Maturities of debt securities classified as held-to-maturity were as
follows at March 31, 2001:

<TABLE>
<CAPTION>
AT MARCH 31, 2001                                    AMORTIZED      AGGREGATE
HELD-TO-MATURITY                                       COSTS        FAIR VALUE
-----------------                                   ------------   ------------
<S>                                                 <C>            <C>
Due greater than 90 days but less than 1 year ...   $ 19,588,739   $ 23,395,542
Due after 1 years through 5 years ...............     16,508,431     12,822,925
                                                    ------------   ------------
                                                    $ 36,097,170   $ 36,218,467
                                                    ============   ============
</TABLE>

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

     On December 21, 2000, the Company purchased an approximate 1.3% interest in
Webraska Mobile Technologies, a French Limited Liability Company, for a cash
payment of $1,863,650. The Company uses the cost method to account for this
investment.

(4) PURCHASE OF SUBSIDIARY

     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, and is
amortizing the intangible assets on a straight-line basis over five years. This
transaction has been 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 will convert at the Company's option.

(5) STOCK OPTIONS AND WARRANTS

   Stock Options and Grants

     In 1995, the Company adopted the SignalSoft Corporation Non-qualified Stock
Option Plan ("95 Plan"), pursuant to which the Company's Board of Directors may
issue common shares and grant incentive stock options and non-qualified stock
options to employees, directors and consultants. The plan authorizes common
stock issuances and grants of options to purchase up to 2,500,000 shares of
common stock. At March 31, 2001, there were no shares available for grant under
the plan.

     In August 2000, upon the effective date of the closing of the Company's
initial public offering, the Company adopted the SignalSoft Corporation Equity
Incentive Plan ("Equity Incentive Plan"). Under the Equity Incentive Plan, the
Company's Board of Directors may grant non-qualified stock options, incentive
stock options, stock appreciation rights, stock units, and other stock grants to
its employees, consultants, and non-employee directors. The maximum number of
shares of common stock that are subject to award under the Equity Incentive Plan
is 3,400,000. The number of shares and other awards that may be granted in any
calendar year is


                                       8
<PAGE>   9

limited to 1,000,000. To the extent that 1.0 million shares is not granted in
any given year, up to 800,000 shares may be carried over to the next year. At
March 31, 2001, approximately 966,750 shares were available for grant for the
year ending December 31, 2001, and 2,570,750 shares were available for grant
during the remaining life of the plan.

     In November 2000, the Company adopted the SignalSoft Corporation
Non-qualified Stock Option Plan ("2000 Plan"). Under the 2000 Plan, the
Company's Board of Directors may grant non-qualified stock options to its
employees and consultants. The maximum aggregate number of shares that may be
issued under the 2000 Plan is 1,000,000. At March 31, 2001, approximately
442,800 shares were available for grant under the 2000 Plan.

     Under the Plans, the options generally vest over 50 months and expire upon
the earlier of three months after termination of employment or ten years from
the date of grant. The exercise price for incentive stock options is at least
100% of the stock's fair value on the date of grant. For non-qualified stock
options, the exercise price is determined by the Board of Directors on the date
of grant.

     The Company utilizes APB Opinion No. 25 to account for its employee stock
options. The Company has granted options with exercise prices less than the fair
value of common stock on the date of grant based on stock transactions during
the years prior to, and including, the year ended December 31, 2000. The related
compensation expense is being recognized over the vesting period of the options.
Unrecognized compensation expense at December 31, 2000 and the three months
ended March 31, 2001 totaled $3,222,919, and $2,930,356, respectively.
Compensation expense relating to these options for the quarters ended March 31,
2001 and 2000 was $0.3 million and $0.1 million, respectively.

(6) SIGNIFICANT CUSTOMERS AND CONCENTRATION OR CREDIT RISK

     Revenue earned from significant customers for the three months ended March
31, 2000 and 2001, respectively, is as follows:

<TABLE>
<CAPTION>
                                                  2000   2001
                                                  ----   ----
<S>                                               <C>    <C>
             Company A.......................      12%    14%
             Company B.......................      12%    --
             Company C.......................      65%     1%
             Company D.......................      --     32%
             Company E.......................      --     23%
             Company F.......................      --     17%
</TABLE>


     At March 31, 2000 and 2001, receivables from these customers represented
94% and 74%, respectively, of trade accounts receivable.

     As of March 31, 2001, the Company has approximately $45 million and $36
million on deposit with two financial institutions.

     Effective October 1, 2000, the Company adopted SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 137 and
SFAS No. 138, which establishes accounting and reporting standards for
derivative instruments, including foreign exchange forward contracts. The
Company has not entered into any foreign exchange forward contracts or
derivative transactions for operational or balance sheet exposures.

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. 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


                                       9
<PAGE>   10

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 wireless 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. We have a limited operating history. 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 $1.1 million in 1998, $2.0 million in 1999, $13.6
million in 2000 and $6.2 million for the three months ended March 31, 2001. We
incurred net losses of approximately $4.5 million in 1998, $7.6 million in 1999,
$13.2 million in 2000, and $4.6 million for the three months ended March 31,
2001. We expect that for the next few years our losses will continue on a
quarterly basis. As of March 31, 2001, we had an accumulated deficit of $36.3
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 service. We used this mandate as an opportunity to develop a
mobile location services product called Wireless 911 that met the requirements
of the telecommunications industry. Although we realized that the revenue
potential for Wireless 911 was somewhat limited, we believed that our
development and rollout of Wireless 911 was an opportunity to capture market
share in mobile location services and to develop valuable partnerships in the
wireless industry.

     We introduced Wireless 911 in 1997. Three of the four largest wireless
operators in the United States, based on the number of subscribers at the end of
March 31, 2001, have licensed our Wireless 911 product. Actual deployment of the
product has been slow. We believe this is due primarily to contractual and
liability issues among carriers, local safety agencies and local exchange
carriers. Following our launch of Wireless 911, 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. We launched two products in 1998 -- local.info and Location
Sensitive Billing. In addition, we opened our first international office in the
United Kingdom, and began actively marketing our services to network operators
in Europe. In the quarter ended March 31, 2001, we announced our BFound product,
the latest addition to our product line. We continued our strategy of
establishing partnerships throughout the industry, expanding our selling and
marketing efforts in Europe, Japan, Asia Pacific, Australia and the United
States and adding features to our products.

     Our limited operating history makes it difficult to forecast future
operating results. 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 since our
inception. We expect that for the next few years our losses will continue on a
quarterly basis. Although our revenue has grown in recent quarters, our revenue
may not increase at a rate sufficient to achieve and maintain profitability, if
at all. Also, if our customers continue to purchase our products with perpetual
licenses, then our revenue will continue to vary significantly from quarter to
quarter. We anticipate that our operating expenses will increase substantially
for the foreseeable future as we expand our product development, sales and
marketing, professional services and operational and administrative staff.


RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000.

   Revenue

     Total revenue increased $4.6 million, from $1.6 million for the three
months ended March 31, 2000 to $6.2 million for the three months ended March 31,
2001. The increase in revenue during the three months ended March 31, 2001,
resulted primarily from an increase in license fees associated with the sale of
licenses for various products under our reseller agreements and the direct sale
of our Wireless 911, Location Manager, and local.info products. The increase in
related maintenance fees results primarily from deployment of our products by
our resellers. During the three months ended March 31, 2001, approximately 32%,
23%, 17%, and 14%, respectively, of our revenue resulted from sales to Lucent
Technologies, Inc., Sprint, Siemens, and Telcordia.



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     License fees. License fee revenue increased $4.8 million, from
approximately $0.7 million for the three months ended March 31, 2000 to $5.5
million for the three months ended March 31, 2001. The increase in license fee
revenue during the three months ended March 31, 2001 resulted primarily from the
sale of licenses for various products under our reseller agreements and the
direct sale of our Wireless 911 products in the United States. The license fees
for the three months ended March 31, 2000 were derived primarily from the direct
sale of our local.info product line.

     Maintenance fees. Maintenance fee revenue increased approximately $113,000,
from approximately $68,000 for the three months ended March 31, 2000 to
approximately $181,000 for the three months ended March 31, 2001. The change in
maintenance fee revenue is due to the deployment of our products by our
resellers.

     Professional services and other. Professional services and other revenue
decreased $0.3 million, from approximately $0.8 million for the three months
ended March 31, 2000 to $0.5 million for the three months ended March 31, 2001.
The decrease resulted primarily from our channel partners becoming more
self-sufficient as they deploy SignalSoft products to their customer base.

   Cost of Revenue

     Cost of revenue increased $1.1 million, from $0.6 million for the three
months ended March 31, 2000 to $1.7 million for the three months ended March 31,
2001. The dollar increase in cost of sales was due primarily to the growth in
operations personnel from 15 at March 31, 2000 to 38 at March 31, 2001, which
accounted for approximately $0.5 million of the increase, an increase of $0.3
million relating to increased operations consulting and travel costs, and an
increase of $0.2 million resulting from the cost of third party products
associated with the introductory product trials and the sale of our local.info
product. As a percentage of total revenue, cost of revenue decreased to 27% for
the three months ended March 31, 2001 from 38% for the three months ended March
31, 2000. This decrease resulted from greater revenue in 2001 to cover fixed
costs and additional revenue in excess of the incremental cost of revenue.

   Selling, General and Administrative

     Selling, general and administrative costs increased $4.4 million, from $2.0
million for the three months ended March 31, 2000 to $6.4 million for the three
months ended March 31, 2001. The change was due primarily to an increase in
selling, general and administrative personnel from 35 as of March 31, 2000 to 94
as of March 31, 2001, which represented approximately $3.7 million of the
change, an increase of $0.1 million in consulting costs, an increase of $0.2
million in travel expenses, an increase of $0.3 million in marketing expenses,
and an increase of $0.1 million in operating costs resulting from the purchase
of Bfound.com Services, Inc. which was completed in May 2000.

   Research and Development

     Research and development expenses increased $1.2 million, from $1.8 million
for the three months ended March 31, 2000 to $3.0 million for the three months
ended March 31, 2001. The change in research and development costs was due
primarily to an increase in research and development personnel from 37 as of
March 31, 2000 to 82 as of March 31, 2001, which represented approximately $1.0
million of the change, an increase of $0.1 million in travel costs, and an
increase of $0.1 million in operating costs resulting from the purchase of
Bfound.com Services, Inc. completed in May 2000.

   Depreciation and Amortization

     Depreciation and amortization increased $0.5 million, from approximately
$0.1 million for the three months ended March 31, 2000 to $0.6 million for the
three months ended March 31, 2001. The increase was due primarily to an increase
of $0.2 million in the amortization of intangible assets during the three months
ended March 31, 2001, resulting from the acquisition of Bfound.com Services,
Inc. completed in May 2000. Depreciation expense increased as a result of an
increase in equipment and leasehold improvements from $1.2 million at March 31,
2000 to $5.9 million at March 31, 2001.



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<PAGE>   12

   Stock Option Compensation Expense

     Stock option compensation expense increased approximately $0.2 million,
from $0.1 million for the three months ended March 31, 2000 to $0.3 million for
the three months ended March 31, 2001. These costs relate to options granted in
1997, 1998, 1999 and 2000 under our stock option plans with exercise prices
deemed to be at less than fair value of the common stock at the date of grant.
Unrecognized compensation expense as of March 31, 2001 totaled approximately
$2.9 million.

   Other Income, Net

     Other income increased $0.7 million, from approximately $0.4 million for
the three months ended March 31, 2000 to $1.1 million for the three months ended
March 31, 2001. The increase results primarily from interest income derived from
higher cash and cash equivalents and investment balances resulting from proceeds
from the private placement in January 2000, and net proceeds of approximately
$78.9 million received upon the completion of an initial public offering in
August 2000.

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 mandatorily
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 approximately
$78.9 million. Additionally, upon completion of the initial public offering, all
the mandatorily 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, 2001, cash and cash equivalents
decreased $13.4 million from $58.4 million at December 31, 2000 to $45.0 million
at March 31, 2001. This decrease resulted from cash used by investing activities
of $10.1 million and by cash used in operating activities of $3.3 million.

     Net cash used in operating activities of $3.3 million during the three
months ended March 31, 2001 resulted primarily from the net operating loss,
which reflects our continued investment in growth, cash expenditures for prepaid
expenses and other assets, decrease of deferred revenue and accrued expenses.
This cash usage is offset by the change in accounts receivable.

     Net cash used by investing activities of $10.1 million for the three months
ending March 31, 2001, resulted primarily from a $9.2 million investment in
short and long-term securities, and capital expenditures of $1.0 million
expended in our expansion efforts and increased personnel from 200 at December
31, 2000, to 214 at March 31, 2001. As of March 31, 2001, we had cash, cash
equivalents, and marketable short-term and long-term investments of $81.1
million.

     Net cash provided by financing activities of $22,000 for the three months
ended March 31, 2001 resulted primarily from proceeds of approximately $39,000
received from the exercise of stock options, offset by principal payments on
capital lease obligations of $16,000.

     As of March 31, 2001, our principal commitments consisted of obligations
outstanding under operating leases and a capitalized lease. 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, 2001. We anticipate an increase in capital expenditures and lease
commitments consistent with our future growth and expansion plans.

     We believe that our current cash and investment securities will be
sufficient to meet our current operating cash needs. If our plans or assumptions
change or are inaccurate or if we make any acquisitions, we may need to seek
capital sooner than anticipated 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.



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     Based on our limited operating experience, we do expect some degree of
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, 2000. As of March 31, 2001, we had
short-term investments of $19.6 million and long-term investments of $16.5
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, 2001 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 change in market interest rates. Declines in interest rates
over time would, however, reduce our interest income.

     During the three months ended March 31, 2001, approximately 20% 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 or other
speculative 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.



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                                     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 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, 2001, 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 short-term investment grade marketable securities and limited funds
in longer term investment grade securities.

    During the three months ended March 31, 2001, we issued 59,000 shares of
common stock upon the exercise of employee stock options granted under the
Company's 1995 Non-Qualified Stock Option Plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

    Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 10, 2001, the Company held its annual meeting of the stockholders. At the
annual meeting, the Company's stockholders elected the two nominated Class I
members of the Company's Board of Directors for the two open seats on the Board.
There was no solicitation in opposition of any of the existing Board members.

With respect to the election of directors, the following nominated Class I
directors received the following number of votes and were therefore elected to
another term (ending at the annual meeting in 2004) on the Board of Directors.
No broker non-votes were received on this proposal.



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<PAGE>   15

                            For       Withheld    Abstain

  Mark H. Flolid        13,611,966       6,358          --
                        ----------    --------    --------
  Perry M. LaForge      13,484,133     134,191          --
                        ----------    --------    --------

Also at the Annual Meeting, the Company's stockholders ratified the selection of
KPMG as the Company's independent accountants for the fiscal year ending
December 31, 2001. With respect to such ratification of accountants, a total of
13,608,373 votes were cast in favor, 6,267 votes were cast against, and 3,684
votes abstained. There were no broker non-votes received.

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.



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                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       SIGNALSOFT CORPORATION

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

Date: May 11, 2001



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