SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                               ------------------


                                   FORM 10-QSB

[X]  Quarterly  Report  under  Section  13 or  Section  15(d) of the  Securities
     Exchange Act of 1934 for the quarterly period ended September 30, 1999.

[ ]  Transition Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the transition period from        to       .
                                            ------    ------

     Commission File No.:  0-22848


                            U.S. Wireless Data, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)



                               Colorado 84-1178691
            --------------------------------------------------------
           (State of incorporation) (IRS Employer Identification No.)


                          2200 Powell Street, Suite 800
                          Emeryville, California 94608
           ----------------------------------------------------------
          (Address of principal executive offices, including zip code)



                                 (510) 596-2025
               --------------------------------------------------
              (Registrant's Telephone Number, including area code)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 ninety days.

                        Yes   [X]                No     [ ]


As of  October  31,  1999  there  were  outstanding  20,245,566  shares  of  the
Registrant's Common Stock (no par value per share).


Transitional Small Business Disclosure Format

                        Yes   [ ]                No     [X]




                                        1

<PAGE>




                            U.S. WIRELESS DATA, INC.
                                TABLE OF CONTENTS


PART I    FINANCIAL INFORMATION                                             Page

Item 1.   Financial Statements

          Balance Sheets --
                 September 30, 1999, and June 30, 1999.......................3

          Statements of Operations --
                 Three Months Ended September 30, 1999 and 1998..............4

          Statements of Cash Flows --
                 Three Months Ended September 30, 1999 and 1998..............5

          Notes to Financial Statements .....................................6-9

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.............................................9-13

PART II   OTHER INFORMATION

Item 1.   Legal Proceedings.................................................. 13

Item 2.   Changes in Securities.............................................. 14

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

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

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






                                        2

<PAGE>
PART I    FINANCIAL INFORMATION

ITEM 1.   Financial Statements
<TABLE>
<CAPTION>
                                      U.S. WIRELESS DATA, INC.
                                            BALANCE SHEET
                                             (Unaudited)


                                                                               September 30, 1999        June 30, 1999
ASSETS                                                                         ------------------        -------------

<S>                                                                             <C>                    <C>
Current Assets:
     Cash ...................................................................   $    148,000           $    425,000
     Accounts receivable, net of allowance for doubtful accounts of
         $30,000 at September 30, 1999; $43,000 at June 30, 1999 ............         83,000                178,000
     Inventory, net .........................................................        175,000                215,000
     Other current assets ...................................................         30,000                 14,000
     Escrow held for payment of professional fees ...........................         45,000                112,000
                                                                                ------------           ------------
         Total current assets ...............................................        481,000                944,000
Processing units - deployed .................................................         53,000                408,000
Property and equipment, net .................................................        397,000                405,000
Other assets ................................................................         39,000                 14,000
                                                                                ------------           ------------
Total assets ................................................................   $    970,000           $  1,771,000
                                                                                ============           ============


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable .......................................................   $    979,000           $  1,198,000
     Accrued liabilities ....................................................        572,000                413,000
     Borrowings, current portion ............................................      2,046,000              2,272,000
     Other current liabilities ..............................................        275,000                450,000
                                                                                ------------           ------------
         Total current liabilities ..........................................      3,872,000              4,333,000
Borrowings, long-term portion ...............................................         25,000                 25,000
                                                                                ------------           ------------
Total liabilities ...........................................................      3,897,000              4,358,000
                                                                                ------------           ------------

Redeemable preferred stock:
     Series B 6% cumulative convertible redeemable preferred stock,
         $1.00 par value, 5,000,000 shares authorized, 1,954,705
         shares issued and outstanding. Redeemable at approximately
         $2,500,000 at September 30, 1999  ..................................      2,394,000              1,587,000
                                                                                ------------           ------------

Stockholders' deficit:
     Preferred stock, at $1.00 stated value, 15,000,000 authorized,
         681,000 and 752,000 Series A issued and outstanding at
         September 30, 1999 and June 30, 1999, respectively .................        681,000                752,000
     Common stock, at $1.00 stated value, 40,000,000 shares
         authorized; 19,829,526 and 17,816,075 shares issued
         and outstanding at September 30, 1999 and June 30,
         1999, respectively .................................................     19,830,000             17,816,000
     Common stock to be distributed .........................................        243,000                243,000
     Additional paid-in capital .............................................     11,245,000             12,082,000
     Accumulated deficit ....................................................    (37,320,000)           (35,067,000)
                                                                                ------------           ------------
         Total stockholders' deficit ........................................     (5,321,000)            (4,174,000)
                                                                                ------------           ------------
Total liabilities and stockholders' deficit .................................   $    970,000           $  1,771,000
                                                                                ============           ============
</TABLE>


     The accompanying notes are an integral part of the financial statements


                                        3

<PAGE>

<TABLE>
<CAPTION>

                                      U.S. WIRELESS DATA, INC.
                                      STATEMENTS OF OPERATIONS
                                             (Unaudited)


                                                                       For the three months ended September 30,
                                                                            1999                    1998
                                                                                                 As Restated
                                                                         ---------               -----------
<S>                                                                  <C>                      <C>
Net revenues:
    Product sales ...............................................    $     99,000             $    166,000
    Services ....................................................          45,000                  195,000
                                                                     ------------             ------------
                                                                          144,000                  361,000
                                                                     ------------             ------------
Cost of revenues:
    Product sales ...............................................          87,000                  (82,000)
    Services ....................................................          87,000                  159,000
                                                                     ------------             ------------
                                                                          174,000                   77,000
                                                                     ------------             ------------

Gross (loss) profit .............................................         (30,000)                 284,000
                                                                     ------------             ------------
Operating expenses:
    Selling, general and administrative .........................       1,118,000                2,476,000
    Research and development ....................................         191,000                   80,000
                                                                     ------------             ------------
       Total operating expenses .................................       1,309,000                2,556,000
                                                                     ------------             ------------
Loss from operations ............................................      (1,339,000)              (2,272,000)

Interest expense ................................................        (221,000)                (257,000)

Other income ....................................................         128,000                    6,000
                                                                     ------------             ------------
Net loss ........................................................      (1,432,000)              (2,523,000)

Preferred stock dividends .......................................        (850,000)                (168,000)
                                                                     ------------             ------------
Net loss available to common stockholders .......................    $ (2,282,000)            $ (2,691,000)
                                                                     ============             ============
Basic and diluted net loss per share, (after provision for
   preferred stock dividends) ...................................    $      (0.12)            $      (0.22)
                                                                     ============             ============
Weighted average common shares outstanding - basic/diluted ......      19,000,000               12,491,000
                                                                     ============             ============
</TABLE>

     The accompanying notes are an integral part of the financial statements



                                        4

<PAGE>

<TABLE>
<CAPTION>
                                      U.S. WIRELESS DATA, INC.
                                      STATEMENTS OF CASH FLOWS
                                             (Unaudited)

                                                                               For the three months ended September 30,
                                                                                     1999                   1998
                                                                                                         As Restated
                                                                                  ----------             -----------
<S>                                                                             <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss ................................................................   $(1,432,000)           $(2,523,000)
    Adjustments to reconcile net loss to net cash used in
     operating activities:
        Depreciation and amortization .......................................        37,000                 59,000
        Non-cash consulting services and other ..............................       352,000              1,084,000
        Non-cash compensation expense-variable stock option .................          --                 (266,000)
        Gain on sale of merchant portfolio ..................................      (124,000)                  --
        Non-cash interest expense ...........................................        27,000                120,000
        Changes in current assets and liabilities:
           Accounts receivable ..............................................        95,000                (92,000)
           Inventory ........................................................        73,000                 26,000
           Other current assets .............................................       (16,000)               (58,000)
           Accounts payable .................................................      (156,000)              (337,000)
           Accrued liabilities ..............................................       396,000                198,000
                                                                                -----------            -----------
           Net cash used in operating activities ............................      (748,000)            (1,789,000)
                                                                                -----------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchase of property, plant, and equipment ..........................       (29,000)                (7,000)
        Proceeds from sale of merchant portfolio ............................       450,000                   --
        Processing units - deployed .........................................          --                  (81,000)
        (Increase) decrease in other assets .................................       (25,000)                10,000
                                                                                -----------            -----------
           Net cash provided by (used in) investing activities ..............       396,000                (78,000)
                                                                                -----------            -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
        Proceeds from issuance of common stock ..............................       100,000                 26,000
        Principal payment on borrowings .....................................       (25,000)              (253,000)
        Net proceeds from issuance of debt ..................................          --                1,186,000
        Net proceeds from issuance of convertible debenture .................          --                2,235,000
        Redemption of Series A preferred stock ..............................          --               (1,000,000)
                                                                                -----------            -----------
           Net cash provided by financing activities ........................        75,000              2,194,000
                                                                                -----------            -----------

Net (decrease) increase in cash .............................................      (277,000)               327,000

Cash at beginning of period .................................................       425,000                  4,000
                                                                                -----------            -----------

Cash at end of period .......................................................   $   148,000            $   331,000
                                                                                ===========            ===========
</TABLE>

Supplemental disclosure of non-cash financing and investing activities:

1.   Conversion of $450,000 accrued liability to 727,273 shares of common stock.
2.   Conversion  of $200,000 6%  convertible  debenture  into 313,419  shares of
     common stock.
3.   Accretion on mandatory  redeemable preferred stock of $778,000 plus $29,000
     of accrued dividends.

     The accompanying notes are an integral part of the financial statements



                                        5

<PAGE>

                            U.S. WIRELESS DATA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1 - BASIS OF PRESENTATION

            The  accompanying  financial  statements  included  herein have been
      prepared by U.S.  Wireless Data,  Inc. (The "Company" or "USWD"),  without
      audit,  pursuant  to the  rules  and  regulations  of the  Securities  and
      Exchange  Commission.  Certain amounts in the financial  statements of the
      prior  period  have been  reclassified  to conform to the  current  period
      presentation for comparative purposes.  The financial statements have been
      prepared in accordance with generally accepted  accounting  principles for
      interim financial information and with the instructions to Form 10-QSB and
      Rule 310 of Regulation  S-B.  Accordingly,  they do not include all of the
      information  and  footnotes  required  by  generally  accepted  accounting
      principles  for  complete   financial   statements.   In  the  opinion  of
      management,  all  adjustments  (consisting of normal  recurring  accruals)
      considered necessary for a fair presentation have been included.

            The results of operations of any interim period are not  necessarily
      indicative  of the results of  operations  to be  expected  for the fiscal
      year.  For further  information,  refer to the  financial  statements  and
      accompanying  footnotes included in the Company's Form 10-KSB for the year
      ended June 30, 1999.

      Note 2 - THE COMPANY

            U.S.  Wireless Data, Inc. was  incorporated in the state of Colorado
      on July 30, 1991. The Company is in the business of providing products and
      services to enable the use of wireless  technology for electronic  payment
      and other transactions. USWD is a terminal-neutral,  transport-neutral and
      processor-neutral  enabler of  wireless  transaction  processing  services
      through the creation of what USWD calls Wireless Express Payment ServiceSM
      (WEPSSM, "WEPS"). WEPS is a comprehensive and integrated suite of wireless
      transport  services  and network  technology  designed to deliver  payment
      transactions  securely and efficiently between a merchant's location and a
      payment processor.

      Note 3 - INVENTORY

                                              September 30, 1999   June 30, 1999
                                              ------------------   -------------
          Inventory consists of:
             Raw material                          $  165,000        $  144,000
             Finished goods                           281,000           331,000
             Lower of cost or market reserve         (271,000)         (260,000)
                                                    ---------         ---------
                                                   $  175,000        $  215,000
                                                    =========         =========

            The Company has established a reserve against finished goods and raw
       materials to reflect the estimated net realizable  value of the inventory
       as of September 30, 1999 and June 30, 1999.


      Note 4 - FINANCIAL CONDITION AND LIQUIDITY

            The Company  continues  to have  difficulties  due to its  financial
      condition and lack of liquidity. The Company has incurred recurring losses
      from operations,  has an accumulated deficit of approximately $37 million,
      a net capital  deficiency of $5,321,000  and negative  working  capital of
      $3,391,000 at September 30, 1999, and has limited financial resources. The
      Company  had  defaulted  on  certain  obligations  related  to filing of a
      registration statement on its 6% Convertible Subordinated  Debentures,  as
      of  January  18,  1999,  which  caused  the debt to  become  due on demand
      although this default was waived by the 6% Debenture  holders as of May 6,
      1999. As of October 10, 1999, a registration statement covering the common
      stock  underlying  the Series B Preferred  Stock,  6% Debentures and other
      unregistered securities had not been declared effective, thereby entitling
      holders of the Series B Preferred  Stock to redeem  their  shares at $1.25
      per share plus accrued penalties and dividends  (approximately  $2,600,000
      as of September 30, 1999),  and holders of the 6% Debentures to redeem the
      $1,800,000 face  amount at 120%  of the face  value plus accrued penalties


                                        6

<PAGE>

      and interest  (approximately  $2,300,000 as of September  30,  1999).  The
      accrued interest and penalties are recorded in accrued liabilities. If the
      holders  of the Series B  Preferred  Stock  and/or  the  holders of the 6%
      Debentures  redeem their  securities;  the Company  would not currently be
      able  to  fund  such  redemption.  During  the  implementation  of the new
      business  plan,  the  Company  expects  expenses to exceed  revenues.  The
      implementation  of USWD's business plan is dependent on a significant debt
      or equity-financing event in the immediate future.

            Due to the change in its  distribution  strategy to channel  product
      sales and service  offerings  through  existing  merchant  acquirers,  the
      Company has been able to make  significant  reductions in its direct sales
      force and reduce its cash requirements. The Company continues to work both
      directly and through its  consultants  to secure such  financing  which is
      required to fund operations while a significant  recurring  revenue stream
      is  developed.  There  can  be no  assurance  that  the  Company  will  be
      successful with efforts to raise additional capital.  The inability of the
      Company to secure  additional  financing in the near term could  adversely
      impact the Company's financial position, including its ability to continue
      as a going concern.

      Note 5 - NET LOSS PER SHARE

            Earnings  (loss) per common share (EPS) is computed using  Statement
      of Financial  Accounting  Standards (SFAS) No. 128,  "Earnings per Share."
      SFAS No. 128 establishes standards for the computation,  presentation, and
      disclosure of earnings per share.  Basic per share amounts are computed by
      dividing  the net loss  available to common  stockholders  by the weighted
      average number of common shares  outstanding  during the year. Diluted per
      share amounts incorporate the incremental shares issuable upon the assumed
      exercise  of  the  Company's   stock  options  and  warrants  and  assumed
      conversion  of  convertible  securities.  During fiscal 1998 and 1999 such
      incremental  amounts have been excluded from the  calculation  since their
      effect  would  be   anti-dilutive.   Such  stock  options,   warrants  and
      conversions could potentially dilute earnings per share in the future.

      Note 6 - FINANCINGS, BORROWINGS AND STOCKHOLDERS' DEFICIT

             The Company  issued 846,722  restricted  shares of common stock and
       169,345 common stock purchase warrants for $500,000 in a private offering
       during the first quarter of fiscal 2000, to fund operations. The warrants
       are exercisable over a 5-year period at $1.50 per share.

             On August 2, 1999, the Company entered into an exclusive  financial
       advisory agreement with an investment-banking  firm to assist the Company
       with a financing on a best efforts basis. The investment-banking firm has
       no obligation to  participate  in the financing  directly.  The agreement
       calls for the Company to issue  warrants to the  investment  banking firm
       equal to 2% of the shares issued in the offering that will be exercisable
       for a period of five years at a price equal to 125% of the price at which
       shares are issued in the  offering.  The Company has agreed to  reimburse
       the  investment  banking  firm  for  reasonable  out of  pocket  expenses
       incurred up to a maximum of $100,000.

             In the  fourth  quarter  of  fiscal  1999,  USWD  entered  into  an
       agreement with the purchasers of the Series B Preferred Stock and holders
       of the 6%  Debentures  to  file a  registration  statement  with  the SEC
       covering  the common stock  underlying  the Series B Preferred  Stock,  a
       common  stock  purchase  warrant  issued at the same time as the Series B
       Preferred  Stock,  the 6%  Debentures,  and  the  common  stock  purchase
       warrants issued to the 6% Debenture holders in July, 1998, within 30 days
       of the of May 6,  1999,  to be  effective  within 90 days of May 6, 1999.
       This date was  subsequently  extended  to May 11,  1999.  USWD  filed the
       required  registration  statement on June 30, 1999.  The Company  thereby
       became subject to a late filing penalty of $74,000  (following  waiver of
       the "late filing"  penalty by the holder of 1,500,000  shares of Series B
       Preferred Stock). The registration  statement did not become effective by
       August 10, 1999, and the Company  therefore  become subject to an initial
       "late  effectiveness"  penalty of 3% of the total original purchase price
       of $1,800,000 of 6% Debentures and 1,954,705 shares of Series B Preferred
       Stock,  which were  outstanding  as of August 10, 1999.  Additional  late
       effectiveness  penalties accrue monthly (or for any portion of any month)
       that the registration statement is not effective,  in amounts equal to 2%
       of the  original  purchase  price of the  outstanding  Series B Preferred
       Stock and 3% of the face amount of the  outstanding 6% Debentures.  As of
       September  30,  1999,  $188,000 of  penalties  was accrued as a charge to
       interest  expense.  Offering costs, and valuation of related warrants and
       incentive shares, were recorded against the aggregate preference value of
       the preferred stock and will be accreted up to the full redemption  value
       by the date of  mandatory  redemption.  Accretion  for the first  quarter
       ended September 30, 1999 was $807,000. Dividends of approximately $29,000
       related to the Series B Preferred  Stock were accrued but not paid in the
       first fiscal quarter.


                                       7

<PAGE>

             In the first quarter of fiscal 2000,  holders of the 6% Convertible
       Debentures converted $200,000 of the debt to approximately 313,000 shares
       of common stock per the specified conversion formula.

             In the  first  quarter  of  fiscal  year  2000,  a  Colorado  based
       management  recruiting  firm  successfully  completed  a search for a key
       product development engineer. The consulting firm requested that half the
       $17,000  fee be paid in the form of a  warrant.  The  Company  expects to
       issue an appropriately structured warrant as soon as practicable.

       Note 7 - SALE OF CREDIT CARD PORTFOLIO

             On July 7, 1999,  USWD sold a portion of its  merchant  credit card
       portfolio  to PMT  Services  Inc.,  a  wholly  owned  subsidiary  of Nova
       Corporation.  The  transaction  resulted  in a cash  payment  to  USWD of
       $450,000.  The sale included approximately 450 installed USWD owned TRANZ
       Enabler  point-of-sale  devices deployed with a portion of the respective
       merchants. A gain of $124,000 was recorded on the sale as other income.

       Note 8 - RELATED PARTY TRANSACTION

             On July 1, 1999,  USWD  entered  into an  agreement  with  Liviakis
       Financial Communications,  Inc. (LFC), to provide the Company with public
       relations and investor  relations  services  through March 15, 2000.  The
       Company issued 690,000  restricted  shares of common stock to LFC for its
       services  under this  agreement.  LFC is  entitled to receive a 2.5% cash
       finder's fee for financing  located by LFC and a 2% finder's fee based on
       the "total  consideration  provided"  through any acquisition  located by
       LFC. The Company recorded a charge to consulting  expense of $351,000 for
       the valuation of the shares.

             LFC has agreed not to sell any USWD common stock during the term of
       the consulting services.

       Note 9 - LITIGATION

             In April 1998,  USWD entered into an agreement  with certain former
       noteholders of its Demand Notes under which USWD issued 525,800 shares of
       common stock in settlement of the dispute  regarding  conversion terms of
       their notes. Terms of the settlement  entitled the noteholders to certain
       guarantee  and/or  "put"  provisions  related  to the  shares  issued  in
       conversion  of the  notes.  The  guarantee  provision  of the  settlement
       agreement  allowed  the  former  noteholders  to recover  the  difference
       between  the  guarantee  price  (which was $3.00 per share for all of the
       shares that were still  entitled to the  guarantee  as of its  expiration
       date) and the gross  amount the  noteholder  receives  upon a sale of the
       shares.  The  guarantee  was  operative  at any time  during the one year
       period  commencing on the date the shares became  saleable under SEC Rule
       144. The Company was  obligated to pay the amount due within  thirty days
       of receiving a demand,  accompanied by documentation confirming the sale.
       The guarantee expired as to all shares no later than June 19, 1999. Under
       the "put" provision of the settlement  agreement,  the former noteholders
       were entitled for a five day period  commencing on the date one year from
       the date the shares become  saleable under SEC Rule 144, during which the
       former noteholders could "put" any shares remaining unsold by them at the
       time back to USWD.  Upon  exercise  of the "put,"  USWD was  required  to
       either (1)  purchase  the shares for the "put" price (which was $3.00 per
       share for all of the shares that were still entitled to the put as of its
       expiration  date), or (2) require the shareholder to sell the shares into
       the market,  with USWD making up the  difference  between the "put" price
       and the gross amount received by the shareholder  upon such sale,  within
       15 days after receipt of written notice and documentation  confirming the
       sale. The "put" expired as to all shares no later than June 24, 1999. The
       shares  originally issued upon conversion of the notes and the additional
       shares resulting from the settlement were reflected as redeemable  common
       stock on the balance  sheet.  As of June 30, 1999,  the "put"  provisions
       related to the shares had expired or been  relinquished in return for the
       Company's  agreement  to issue up to  200,000  shares of common  stock to
       certain  holders  who had  exercised  their "put"  rights.  In the fourth
       fiscal  quarter of 1999,  $49,000 was  accrued to reflect the  settlement
       which is subject to a final  agreement  prior to  issuance of the shares.
       The settlement expense may be adjusted at the date of share issuance.

      Note 10 - SUBSEQUENT EVENTS

            Between  October 1 and November 1, 1999,  the Company issued 404,040
       restricted  shares  of common  stock and  80,808  common  stock  purchase
       warrants  for $250,000 in a private  offering,  to fund  operations.  The
       warrants are exercisable over a 5-year period at $1.50 per share.  Common
       stock and  warrants  for an  additional  $25,000  investment  in the unit
       placement will be issued before quarter end.


                                       8
<PAGE>

             As of November 10, 1999, the  registration  statement  covering the
       shares of common stock underlying the Company's Series B Preferred Stock,
       6% Debentures and various  common stock  purchase  warrants (SEC File No.
       333-81897) has not been declared  effective.  The holders of the Series B
       Preferred  Stock  may  require  USWD to  redeem  the  shares  of Series B
       Preferred  Stock for $1.25 per share plus all  accumulated  dividends and
       penalties  (up to  approximately  $2,600,000  as of September  30, 1999).
       Also,  the holders of the 6% Debentures may require the Company to redeem
       the current  $1,800,000  face amount at 120% plus  accrued  interest  and
       penalties (up to approximately $2,300,000 as of September 30, 1999).

             During the second  quarter of fiscal 2000,  as of November 1, 1999,
       the Company  issued  12,000 shares of common stock in conversion of 5,207
       shares of Series A Preferred Stock.

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

       FORWARD-LOOKING STATEMENTS

             The Company may, in discussions of its future plans, objectives and
       expected  performance  in periodic  reports filed by the Company with the
       Securities  and  Exchange   Commission  (or  documents   incorporated  by
       reference  therein)  and in written  and oral  presentations  made by the
       Company,  include projections or other forward-looking  statements within
       the meaning of Section 27A of the  Securities  Act of 1933 or Section 21E
       of the Securities Exchange Act of 1934, as amended.  Such projections and
       forward-looking  statements are based on  assumptions,  which the Company
       believes are reasonable but are, by their nature,  inherently  uncertain.
       In all cases, results could differ materially from those projected.  Some
       of the important  factors that could cause actual  results to differ from
       any such projections or forward-looking  statements include,  but are not
       limited to: the Company's requirement for additional capital;  failure of
       the Company to raise  additional  capital  critical  to continue  ongoing
       operations,  the failure to execute definitive  agreements with potential
       strategic  alliance  partners;   technological  change;  system  capacity
       constraints or system failures; the ability of the Company to develop new
       distribution channels; or the intensification of competition.  Additional
       factors may be included in other  reports  filed by the Company under the
       Securities  Exchange  Act of 1934.  A  detailed  statement  of risks  and
       uncertainties relating to forward-looking  statements is set forth in the
       Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
       1999 filed on October 14, 1999,  under the caption "Risk Factors" in Item
       6 of that Report, and is hereby incorporated by reference.

       OVERVIEW

             The Company was  incorporated in the State of Colorado in July 1991
       for the purposes of designing,  manufacturing and marketing  wireless and
       portable  credit card and check  authorization  terminals  for use in the
       transaction  processing business. The Company completed an initial public
       offering in December 1993.

             The  Company  has  now  repositioned  itself  as a  device-neutral,
       wireless  carrier-neutral,  merchant  acquirer  and  front-end  processor
       neutral enabler of wireless  transaction  processing services through the
       creation of what USWD calls Wireless Express Payment  ServiceSM or WEPSSM
       ("WEPS").

             USWD  serves  the  transaction  processing  community  by  applying
       wireless  technology  and  value-added  services  to  the  transport  and
       translation of wirelessly generated electronic transactions.  USWD's WEPS
       technology   provides  the  payment  processor  with  fast  and  flexible
       transaction  processing  tools  and  state-of-the-art   on-line  customer
       service capabilities. USWD provides merchant acquirers, Independent Sales
       Organizations  ("ISOs")  and  third  party  processors  with  a  wireless
       transaction  management service that can be utilized at both conventional
       and   emerging    merchant    segments,    permits   the   retrieval   of
       on-line/real-time  transactional reports and diagnostics via the Internet
       and simplifies the customer service and application  development  effort.
       Via WEPS,  merchants  can process  payments as fast as cash,  without the
       cost and inconvenience of being tethered to a telephone line.

       Revision of Business Plan

            In fiscal  year  1998,  USWD  entered  into  agreements  with  large
       telecommunications  carriers  for direct  distribution  of  products  and
       services  to  merchants.   USWD  signed  joint  marketing  and  operating
       agreements with Bell Atlantic Mobile,  Ameritech  Mobile  Communications,
       Inc.,  and GTE Wireless.  Commencing in the second quarter of fiscal 1998
       and  continuing  into  the  first  quarter  of  fiscal  1999,  USWD  made
       significant  investments  to  support a  nationwide  deployment  of TRANZ
       Enablers  to  merchants   through  GTE's  and  other   telecommunications

                                      9
<PAGE>


       carriers'  national sales forces.  Under these deployment  programs,  the
       carrier's sales  representative  introduced USWD's credit card processing
       solution and TRANZ Enabler to the end user merchant.  Upon execution of a
       credit card processing agreement, a TRANZ Enabler unit(s) was provided to
       the merchant by USWD. Under this program,  USWD retained a portion of the
       monthly  credit  card  fees  based on the  dollar  volume  and  number of
       transactions processed through the TRANZ Enabler.

             Placements  of TRANZ Enabler  units  pursuant to USWD's  agreements
       with   telecommunications   carriers   did  not  develop  as  rapidly  as
       anticipated and did not reach  anticipated (and necessary)  levels to pay
       for  the  infrastructure  to  support  the  programs.  Costs  to  USWD of
       implementing  the joint  marketing and  distribution  agreements with GTE
       Wireless,  Bell Atlantic Mobile and Ameritech  exceeded revenue generated
       by the programs since they began.

             USWD's  continued  focus on direct sales to the merchant  community
       had inadvertently positioned it in direct competition with the industry's
       largest  acquirers,  a competitive  stance that resulted in disappointing
       sales.  As the Company entered fiscal 1999, it was clear that the Company
       did not have the requisite  expertise as a merchant  acquirer and that it
       should not be in direct  competition  with firms that would better be its
       customers.  USWD  hired  Roger  Pierce,  former  President  of First Data
       Corporation and Chief Operating Officer of Visa  International,  as Chief
       Executive  Officer in August  1998.  It was during  this  period that the
       Company began the development of WEPS. Mr. Pierce retired in March 1999.

             In May 1999, Dean M. Leavitt,  former President and Chief Executive
       Officer of U.S. Data Capture,  a credit card processing company serving a
       broad spectrum of conventional card acceptors and emerging  markets,  was
       hired as Chairman and Chief  Executive  Officer of USWD.  Mr. Leavitt has
       refined  the  Company's  mission  to  become a device  neutral,  wireless
       carrier-neutral  and  merchant   acquirer-neutral  provider  of  wireless
       processing services. The Company also has developed a complimentary suite
       of   Internet   browser-based   tools   to   simplify   the   activation,
       troubleshooting  and deployment of wireless terminal devices.  As part of
       USWD's new strategy,  it has phased out the sale of products and services
       directly to merchants, thereby positioning itself as a neutral enabler to
       the  acquirer  marketplace.  The  Company  now  has  significant  efforts
       underway to broaden the use of WEPS  through the  expansion  of its sales
       channels via contracts  with merchant  acquirers  and  independent  sales
       organizations.  The Company is also in the process of expanding  its WEPS
       offerings  by  adding  to its  roster  of  WEPS  certified  point-of-sale
       devices.


       WEPS Operational Overview

            WEPS is a comprehensive  and integrated suite of wireless  transport
       services and network technology designed to deliver payment  transactions
       securely  and  efficiently  between a  merchant's  location and a payment
       processor. WEPS technology includes the following key features:

          o    Internet-based  account  set-up  with  automated  IP /  Radio  ID
               provisioning and terminal activation / deactivation services;
          o    High-speed wireless packet data transport;
          o    Real-time authorization and capture;
          o    Message formatting and protocol conversion;
          o    Real-time remote terminal diagnostics;
          o    Ability  to use WEPS  certified  wireless  devices  from  various
               terminal manufacturers;
          o    Second level customer support services;
          o    A customer attrition prevention program;
          o    WEPS certification lab for new terminals; and,
          o    WEPS training center for clients' customer service departments.

             USWD is targeting large merchant  acquirers and card processors for
       this service.  The initial response for WEPS from the targeted  prospects
       has been positive.

             USWD has entered  into  twenty-two  WEPS  agreements  with  various
       merchant  acquirers,  including  Card Service  International,  Paymentech
       Network  Services,  Westamerica  Bank, and anticipates  adding additional
       agreements  in the near future.  The WEPS  agreement  allows the merchant
       acquirer to offer WEPS as a wireless transaction processing solution to a
       merchant.  The WEPS  agreement  defines the  services  and billing  terms
       between  the  Company  and  merchant  acquirer  if and when the  merchant
       acquirer  utilizes WEPS. A WEPS agreement is not a firm commitment by the
       merchant acquirer to purchase any goods or service from USWD.


                                      10
<PAGE>
             USWD  continues  to  establish  connectivity  between the  wireless
       networks,  WEPS  server  and  various  front-end  processors.  Commercial
       transactions  running  through  the WEPS  platform  began  in the  second
       quarter of fiscal 2000.

             USWD  continues  to  work  with  several   point-of-sale   terminal
       manufacturers and front-end  processors as part of the ongoing process of
       adding additional devices to the WEPS menu of offerings.

             Implementation  of  USWD's  business  plan is  dependent  upon  the
       Company's  ability  to obtain  adequate  financing.  See  "Liquidity  and
       Capital Resources" in this section below.

       Year 2000 Issues

             USWD has  completed  a review of the  potential  impact of the Year
       2000 ("Y2K") issue on USWD's business.  This issue concerns the potential
       problems  and  liabilities  faced by all users and persons  dependent  on
       computers   that  might  result  from  software  or  system   failure  or
       malfunctions  if the systems fail to properly  recognize  the date change
       between  1999 and  2000.  USWD's  internal  business  systems  have  been
       evaluated, and with the exception of the accounting system, are Year 2000
       compatible.  USWD intends to replace the accounting  software  during the
       fourth  calendar  quarter of 1999. The accounting  software is a business
       critical  system;  however,  the cost of conversion is not expected to be
       material.  The engineering  staff has made an assessment of USWD products
       and  determined  that  they  are Y2K  compliant.  The  specific  entities
       providing credit card processing  services to USWD have been surveyed and
       have active Y2K compliance projects underway.  It is USWD's understanding
       that these providers are or will be Y2K compliant on or before January 1,
       2000.  On a broader  basis,  USWD is reliant on the  electronic  payments
       infrastructure  utilized by credit card  processors,  banks and financial
       institutions within the United States, and could be subject to unresolved
       issues  which  impact  this  infrastructure.  USWD  could  be  adversely,
       materially  affected,  both operationally and financially,  to the extent
       third parties with which it  interfaces,  either  directly or indirectly,
       has not properly  addressed their Year 2000 issues.  The Company does not
       have an available  contingency  plan that would alleviate a disruption of
       service in the electronic transaction sector.

       RESULTS OF OPERATION - FISCAL 2000 COMPARED TO FISCAL 1999

       Net Revenue

             Revenue of $144,000 for the first quarter of fiscal 2000  decreased
       60% from revenue of $361,000 generated during the first quarter of fiscal
       1999 as the Company  continued  the  implementation  of its new  business
       model. As noted in the overview section above, the Company has phased out
       its direct  offering of  wireless  credit card  processing  services  and
       terminals to merchants  and is now marketing  WEPS to merchant  acquirers
       and payment  processors.  The Company currently has 22 merchant acquirers
       or payment  processors under contract for WEPS.  Billing for the new WEPS
       service  is  minimal  at this  point  since the  Company  is  working  on
       installing the communications connectivity and integration of WEPS to the
       respective payment processors designated under the recent WEPS agreements
       with  merchant  acquirers.  In addition,  the Company sold one of its two
       existing  merchant  credit card  portfolios at the beginning of July 1999
       (see Other Income,  below). The revenue from this portfolio accounted for
       approximately $85,000 of the decrease in services revenue between the two
       periods.  Product  revenues  decreased to $99,000 in the current  quarter
       from  $166,000 in the prior period as the Company has begun  implementing
       its  transition  from  one-time  product  sales  revenues  to a recurring
       revenue model based on WEPS sales.

       Gross (Loss) Profit

             The  Company  recorded a gross loss of $30,000 in the first  fiscal
       quarter of 2000  compared to a profit of $284,000 in the first quarter of
       fiscal 1999.  The prior year product  cost  included a $240,000  one-time
       gain resulting from the successful  restructuring  of a note payable to a
       former terminal equipment supplier. The fiscal 2000 first quarter product
       margin of 12% reflects  several  significantly  discounted  sales of USWD
       terminals to resellers, including a special promotion on approximately 56
       units  utilized at a major  public  event.  The  services  costs  include
       ongoing  communications costs associated with the sale of merchant credit
       card  portfolio to PMT Services  Inc. The Company has elected to continue
       the services it provides to the merchants while it has been in discussion
       with the  buyer  regarding  the  potential  signing  of a WEPS  agreement
       covering the underlying merchants.  The imbalance in the services revenue
       and cost  structure is also impacted by  initialization  and  transaction
       costs for new or existing  terminals that are not yet processing  through
       WEPS.  The Company is working on these two issues and expects  resolution
       in the near term.  Efforts have been  underway to  eliminate  excess CDPD
       addresses from the CDPD carrying  cost.  The Company  expects the service
       margins to improve as WEPS billing becomes a more  predominant  component
       of the services offering in the future.

                                       11
<PAGE>


       Operating Expenses

             Selling,   general  and   administrative   expense  decreased  from
       $2,476,000 in the first quarter of fiscal 1999 to $1,118,000 in the first
       quarter  of  fiscal  2000.  The  decrease  of  $1,358,000  was  primarily
       attributable to a $732,000 decrease in non-cash  consulting expense based
       on the valuation of stock issued to the Company's investor relations firm
       in the first quarter of each of the two years. A significant  decrease in
       headcount,  related  to the  change  in the  business  model,  from 53 in
       September  1998 to 23 in September  1999  resulted in  decreased  salary,
       commission,  benefit and severance  expense of $329,000.  Other operating
       expenses  categories resulted in a net decrease of $297,000 due primarily
       to decreased  travel,  communication  and support  expense related to the
       decrease in  headcount,  particularly  in the sales  organization,  and a
       decrease in professional services expense. The prior year amount included
       a  quarterly  adjustment  for a  variable  stock  option  resulting  in a
       $266,000  non-cash  credit to reflect the change in the carrying value of
       the option due to the change in the  Company's  stock  price  during that
       quarter.

             Research and  development  expenses  increased  from $80,000 in the
       first  fiscal  quarter of 1999 to $191,000 in the first  quarter of 2000.
       This  increase  was  due  to an  increase  in  headcount  and  full  time
       consultants focused on the implementation of WEPS.

       Interest Expense, Other Income and Preferred Stock Dividends

             Interest  expense of $221,000 in the quarter  ended  September  30,
       1999 includes interest on the 6% Debentures,  a $225,000 note payable and
       $187,000  accrued for late  effective  registration  penalties  on the 6%
       Debentures and Series B Preferred Stock. Interest expense of $257,000 for
       the quarter ended September 30, 1998 included a $117,000  non-cash charge
       to accrete a portion of the "in-the-money" conversion feature of the July
       1998 6%  Debenture  financing  and a  $53,000  charge  for the value of a
       warrant issued in conjunction  with a bridge financing from RBB Bank. The
       balance  of the  interest  expense  was  related  to  interest  on the 6%
       Debentures and other notes payable.

             Other income of $128,000  included a $124,000 gain on the July 1999
       sale of a  portion  of  USWD's  merchant  credit  card  portfolio  to PMT
       Services  Inc.,  a  wholly  owned  subsidiary  of Nova  Corporation.  The
       transaction  resulted  in a cash  payment to USWD of  $450,000.  The sale
       included   approximately   450   installed   USWD  owned  TRANZ   Enabler
       point-of-sale   devices   deployed  with  a  portion  of  the  respective
       merchants.

             The preferred  stock  dividend for the first fiscal quarter of 2000
       includes  $778,000 to accrete the value of the preferred  stock up to its
       redemption  value by the date at which mandatory  redemption is available
       to the  holders.  The  balance of the  preferred  stock  dividend  amount
       represents  Series A and Series B  Preferred  Stock  dividends  that were
       accrued but not paid in the first fiscal quarter. The prior year's amount
       includes $113,000 related to the partial redemption of Series A Preferred
       Stock plus accrued dividends.


       FINANCIAL CONDITION, CAPITAL RESOURCES AND LIQUIDITY

              USWD continues to face significant challenges due to its financial
       condition and lack of liquidity.  While management is optimistic with its
       medium and long term opportunities,  USWD is constrained by its immediate
       financial condition and requirement for increased liquidity.  USWD has an
       accumulated  deficit of  approximately  $37 million  since  inception  to
       September  30,  1999,  with a working  capital  deficit of  approximately
       $3,391,000, versus a deficit of $3,389,000 at year-end June 30, 1999. The
       September  30, 1999 working  capital  deficit  includes  $1,800,000 of 6%
       Convertible Debentures classified as short-term  borrowings.  The Company
       has continued to operate at a loss subsequent to September 30, 1999.

             The Company has defaulted on certain obligations which, among other
       things,  as of October 10,  1999  entitled  the holders of the  Company's
       Series B Preferred Stock and 6% Debentures to redeem those securities for
       cash plus applicable  penalties,  interest and dividends.  The holders of
       the Series B Preferred Stock may require USWD to redeem the shares of the
       Series B Preferred  Stock for $1.25 per share plus accrued  penalties and
       dividends  (approximately  $2,600,000  as of September  30,  1999).  Also
       holders  of the 6%  Debentures  may  require  the  Company  to redeem the
       $1,800,000  face amount at 120% of the face value plus accrued  penalties
       and interest (approximately $2,300,000 as of September 30, 1999).


                                       12
<PAGE>

            The Company has financed its recent  operations  through  borrowings
       and private sales of securities.  In fiscal 1999,  USWD's cash flows from
       financing  activities  were $4.5  million as compared to $4.5  million in
       fiscal 1998. The fiscal 1999 financing  activities consisted primarily of
       $1.8 million  from the sale of 6%  Convertible  Subordinated  Debentures,
       $3.0  million  from  the  issuance  of  notes   payable   ($2.5   million
       subsequently  converted  to common  stock) $1.0  million from the sale of
       Series B Cumulative Redeemable Convertible Preferred Stock and payment of
       a related bridge loan, and the payment of $1.0 million for the redemption
       of 833,000 shares of Series A Preferred  Stock. The fiscal 1998 financing
       activities  consisted  primarily  of $1.2 million from the sale of common
       stock repurchase  rights,  $2.6 million net proceeds from the issuance of
       debt and $664,000 for the  issuance of common  stock.  In fiscal 1999 and
       1998, USWD used $3.9 and $3.7 million in cash from operating  activities,
       respectively.  Cash  used in  operations  principally  resulted  from net
       losses partially offset by non-cash charges.

             Most recently,  the Company has financed its operations through the
       private sale of units  consisting of  restricted  common stock and common
       stock purchase warrants. The Company received proceeds of $450,000 in the
       fourth  quarter of fiscal 1999 and $475,000  through  November 1, 1999 of
       the second  quarter.  Through  November  1, 1999,  the Company had issued
       approximately  1,500,000  shares of common stock and 300,000 common stock
       purchase warrants in this financing.  USWD is continuing to work with key
       vendors on payables.  USWD believes  that it will be able to  restructure
       commitments  as necessary  while it completes  an  anticipated  financing
       event  designed to satisfy its  obligations  and fund the business  plan,
       although no assurance can be given that this will be the case.

PART II  OTHER INFORMATION

ITEM 1 - LITIGATION

       Settlement of Claims of Certain Noteholders

            In April 1998,  USWD entered into an agreement  with certain  former
       noteholders of its Demand Notes under which USWD issued 525,800 shares of
       common stock in settlement of the dispute  regarding  conversion terms of
       their notes. Terms of the settlement  entitled the noteholders to certain
       guarantee  and/or  "put"  provisions  related  to the  shares  issued  in
       conversion of the notes. The shares  originally issued upon conversion of
       the notes and the additional  shares  resulting from the settlement  were
       reflected as redeemable  common stock on the balance sheet. The guarantee
       expired as to all shares no later than June 19, 1999.  The "put"  expired
       as to all shares no later than June 24, 1999.  As of June 30,  1999,  the
       "put" provisions  related to the shares had expired or been  relinquished
       in return for the  Company's  agreement to issue up to 200,000  shares of
       common stock to certain holders who had exercised their "put" rights.  In
       the fourth  fiscal  quarter of 1999,  $49,000  was accrued to reflect the
       settlement,  which is subject to a final  agreement  prior to issuance of
       the shares.  The settlement  expense may be adjusted at the date of share
       issuance.


ITEM 2 - CHANGES IN SECURITIES

       Recent Sales of Unregistered Securities

             During the fiscal  quarter ended  September  30, 1999,  the Company
       sold or issued the following equity  securities  without  registering the
       securities under the Securities Act of 1933, as amended (the "Act").

             Between July 30 and September 2, 1999,  the Company  issued 846,722
       restricted  shares of common  stock and  169,345  common  stock  purchase
       warrants to  four private  investors in  consideration  of $550,000.  The
       warrants are exercisable over a 5-year period at $1.50 per share.

             Between July 6 and September 2, 1999,  the Company  issued  163,306
       shares of common  stock to one  investor  pursuant to the  conversion  of
       70,715 shares of Series A Preferred Stock plus accrued dividends.

             Between  July 15 and July 22,  1999,  the  Company  issued  313,418
       shares of common stock to two  investors  pursuant to the  conversion  of
       $200,000 6% Debentures plus accrued interest.

             On September 1, 1999,  the Company  issued 690,000 shares of common
       stock  to the  Company's  public  relations  firm in  consideration  of a
       management contract effective July 1, 1999.


                                      13
<PAGE>

            As to each of the foregoing  transactions,  the Company  relied upon
       the  registration  exemption  contained in Section 4(2) of the Securities
       Act of 1933, as amended (the "Act").  The  transactions did not involve a
       public   offering  of  securities;   the  Company   received   investment
       representations from each purchaser to the effect that such purchaser was
       taking for  investment  only and not with a view to  distribution  of the
       securities;  the Company had reason to believe  that each  purchaser  had
       such  knowledge  and  experience,  either  alone or  through a  purchaser
       representative  not affiliated with the Company,  that such purchaser was
       capable  of  evaluating  the  merits  and risks of an  investment  in the
       Company; each purchaser,  either in his or her capacity as an investor or
       an  employee  or  consultant  to the  Company,  had  access  to  adequate
       information  concerning  the Company and its business;  all  certificates
       representing the securities were  appropriately  imprinted with customary
       "restricted  securities"  legends,  and instructions were lodged with the
       Company's  transfer  agent with  respect  to all  shares of common  stock
       issued in the transactions as "restricted securities."

ITEM 3 - DEFAULT ON SENIOR SECURITIES

             In the  fourth  quarter  of  fiscal  1999,  USWD  entered  into  an
       agreement with the purchasers of the Series B Preferred Stock and holders
       of the 6%  Debentures  to  file a  registration  statement  with  the SEC
       covering  the common stock  underlying  the Series B Preferred  Stock,  a
       common  stock  purchase  warrant  issued at the same time as the Series B
       Preferred  Stock,  the 6%  Debentures,  and  the  common  stock  purchase
       warrants issued to the 6% Debenture  holders in July 1998, within 30 days
       of May 6, 1999, to be effective  within 90 days of May 6, 1999. This date
       was  subsequently  extended  to May 11,  1999.  USWD  filed the  required
       registration  statement  on June 30,  1999.  The Company  thereby  became
       subject to a late  filing  penalty of  $74,000  (following  waiver of the
       "late  filing"  penalty  by the  holder of  1,500,000  shares of Series B
       Preferred Stock). The registration  statement did not become effective by
       August 10, 1999. The Company therefore become subject to an initial "late
       effectiveness"  penalty  of 3% of the total  original  purchase  price of
       $1,800,000  of 6% Debentures  and 1,954,705  shares of Series B Preferred
       Stock,  which were  outstanding  as of August 10, 1999.  Additional  late
       effectiveness  penalties accrue monthly (or for any portion of any month)
       that the registration statement is not effective,  in amounts equal to 2%
       of the  original  purchase  price of the  outstanding  Series B Preferred
       Stock and 3% of the face amount of the  outstanding 6% Debentures.  As of
       September  30,  1999,  $188,000 of  penalties  was accrued as a charge to
       interest expense. The registration  statement has not become effective as
       of the date of filing this report.

             As of October 10, 1999, the Series B Registration Statement has not
       been declared effective.  The holders of the Series B Preferred Stock may
       require  USWD to redeem the shares of Series B Preferred  Stock for $1.25
       per share plus accrued penalties and dividends (approximately  $2,600,000
       as of September 30, 1999), and holders of the 6% Debentures to redeem the
       $1,800,000  face amount at 120% of the face value plus accrued  penalties
       and interest (approximately $2,300,000 as of September 30, 1999).

ITEM 5 - OTHER INFORMATION

             On August 5, 1999, the Company's Board of Directors  authorized the
       issuance of  non-qualified  stock options to purchase up to 90,000 shares
       of the  Company's  common  stock to two outside  directors of the Company
       (45,000 options to each director),  under the Company's 1992 Stock Option
       Plan.  The  options  have an  exercise  price of $1.25  per share and are
       exercisable  in full upon grant.  The shares  underlying the options were
       inadvertently  excluded  in the  calculation  of  security  ownership  as
       disclosed in Item 11 of the  Company's  Annual  Report on Form 10-KSB for
       the year ended June 30, 1999.  With these options  included,  the Item 11
       beneficially owned shares of common stock for these two directors and the
       officer/director  group are as follows:  Alvin Rice - 71,500 shares (less
       than 1% of class),  Chet Winter - 181,781  shares (1% of class),  and all
       directors and executive  officers as a group - 3,323,043  shares or 15.1%
       of class.

ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K

         a) Exhibits required by Item 601 of Regulation S-B

                  27        Financial Data Schedule


         b) Reports on Form 8-K

             On July 2, 1999,  the Company  filed a report on Form 8-K reporting
       an event of June 24, 1999. The report contained  disclosures under Item 5
       - Other Events,  relating to the filing of a Post-effective  Amendment to


                                      14
<PAGE>


       Registration  Statement on Form SB-2 (SEC File No. 333-52625)  originally
       declared  effective  by the SEC on August 7,  1998.  Amendment  No. 1 was
       filed to remove the balance of the unsold shares from registration. Also,
       the Company reported the filing of a Registration  Statement on Form SB-2
       (SEC File No.  333-81897),  to register a total of  16,805,920  shares of
       common stock for issuance to the holders of its Series A Preferred Stock,
       Series B Preferred  Stock,  6%  Convertible  Subordinated  Debentures and
       various common stock purchase warrants.

             On July 22 and 23, 1999,  the Company filed two reports on Form 8-K
       reporting  an event of July 1, 1999.  The reports  contained  disclosures
       under Item 5 - Other  Events,  relating to the sale of a merchant  credit
       card  portfolio.  The Company also  reported an agreement  with  Liviakis
       Financial  Communications,   Inc.  (LFC),  a  California  based  investor
       relations  and  consulting  firm,  to provide  the  Company  with  public
       relations and investor relations services through March 15, 2000.

             On August 12 and 20,  1999,  the Company  filed two reports on Form
       8-K  reporting  an  event  of  August  5,  1999.  The  report   contained
       disclosures  under Item 3 regarding a change in the Company's  certifying
       accountant.

                                  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.

                                              U.S. WIRELESS DATA, INC.
                                              Registrant

Date:  November 11 , 1999                     By: \s\ Dean M. Leavitt
       ------------------                         ------------------------------
                                                  Chief Executive Officer


       November  11, 1999                     By: \s\ Robert E. Robichaud
       ------------------                         ------------------------------
                                                  Chief Financial Officer



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