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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM 10-KSB



Annual Report Filed pursuant to Section 13 or 15(d) of

THE SECURITIES EXCHANGE ACT OF 1934

for the fiscal year ended December 31, 2002, file # 33-38119-C



VOICE AND WIRELESS CORPORATION

---

(Exact name of registrant as specified in charter)


|                                                        |  |                                    
|------------------------------------------------------- |  | -----------------------------------
|Minnesota
(State or other jurisdiction of organization) |  | 41-1619632
(IRS Employer ID Number)

Interchange Tower, # 654, 600 S. Hwy 169, Minneapolis, MN 55426

---

(address of principal executive offices)


Registrants telephone number is   (952) 546-2075

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

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

Common Stock, Par value of $0.001 per share

---

(Title of Class)


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 and Exchange Act
of 1934 during the preceding 12 months, and (2) has registrant been subject to
such filing requirements for the past 90 days.

|          |  |           
|--------- |  | ----------
|Yes   [X] |  | No   [   ]

The number of shares outstanding of each class of the registrants common stock
as of December 31, 2002 was 12,742,722 shares.

The estimated market value on December 31, 2002, of the voting stock held by
all shareholders of the registrant was $509,709 and of non-affiliates with
10,722,605 shares was $428,904 based upon the last trade of the stock on the
OTC Bulletin Board of $.04 per share. Currently there is a public market on the
Bulletin Board on the Minneapolis Local over the Counter Market with a call
sign of VWLC.

Exhibit Index on the Sequential page 18





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TABLE OF CONTENTS



|                                                   |                                                                                                                                           |  |  |  |  |  |  | 
|-------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                                   | Item 1.   Description of Business                                                                                                        
|                                                   | Item 2.   Description of Property                                                                                                        
|                                                   | Item 3:   Legal Proceedings                                                                                                              
|                                                   | Item 4:   Submission of matters to a vote of Security Holders                                                                            
|PART II                                           
|                                                   | Item 5:   Market for Common Equity and Related Stockholder Matters                                                                       
|                                                   | Item 6:   Managements Discussion and Analysis or Plan of Operation                                                                      
|                                                   | Item 7:   Consolidated Financial Statements                                                                                              
|                                                   | Item 8:   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                                           
|Part III                                          
|                                                   | Item 9.   Directors, Executive Officers, Promoters and Control Persons of the Company; Compliance with Section 16 (a) of the Exchange Act
|                                                   | Item 10:   Executive Compensation                                                                                                        
|                                                   | Item 11.   Security Ownership of Certain Beneficial Owners and Management                                                                
|                                                   | Item 12.   Certain Relationships and Related Transactions.                                                                               
|                                                   | Item 13.   Exhibits, lists and Reports on Form 8-K                                                                                       
|                                                   | SIGNATURES                                                                                                                               
|EX-9.9 Disclosure                                 
|EX-99.1 Certification Pursuant to 18 USC Sec. 1350



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DOCUMENTS INCORPORATED BY REFERENCE: SEE EXHIBIT INDEX

VOICE & WIRELESS CORPORATION
FORM 10-KSB

YEAR ENDED DECEMBER 31, 2002

INDEX

|     |  |                                       |                                                                                                                 |  |     |      |  |  | 
|---- |  | ------------------------------------- | --------------------------------------------------------------------------------------------------------------- |  | --- | ---- |  |  | 
|ITEM |  |                                       |                                                                                                                 |  |     | PAGE
|     |  | PART I                                |                                                                                                                 |  |     |     
|1.   |  |                                       | Description of Business                                                                                         |  |     | 3    | 
|2.   |  |                                       | Description of Property                                                                                         |  |     | 8    | 
|3.   |  |                                       | Legal Proceedings                                                                                               |  |     | 8    | 
|4.   |  |                                       | Submission of matters to vote of security holders                                                               |  |     | 8    | 
|     |  | PART II                               |                                                                                                                 |  |     |     
|5.   |  |                                       | Market for Common Equity & Related Stockholder matters                                                          |  |     | 8    | 
|6.   |  |                                       | Managements Discussion & Analysis or Plan of Operations                                                        |  |     | 9    | 
|7.   |  |                                       | Consolidated Financial statements                                                                               |  |     | 12   | 
|8.   |  |                                       | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            |  |     | 12   | 
|     |  | PART III                              |                                                                                                                 |  |     |     
|9.   |  |                                       | Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act |  |     | 13   | 
|10.  |  |                                       | Executive Compensation                                                                                          |  |     | 15   | 
|11.  |  |                                       | Security Ownership of Certain Beneficial Owners and Management                                                  |  |     | 15   | 
|12.  |  |                                       | Certain Relationships & Related Transactions                                                                    |  |     | 15   | 
|13.  |  |                                       | Exhibits, lists and Reports on Form 8-K                                                                         |  |     | 19   | 
|     |  | Signatures                            |                                                                                                                 |  | 19  |     
|     |  | Consolidated
Financial Statements * |                                                                                                                 |  | F-1 |     

* The Consolidated Audited Financial Statements are not attached due to
liquidity problems and may not be filed. Management is hopeful that the audited
financials will be filed by late July, 2003, but there can be no assurance of
that. The Companys auditors or attorneys have not reviewed this 10-KSB,
therefore it is very likely that when, if ever, the audited financials are
filed that this 10-KSB will have to be restated and refiled.

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CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995



|1. |  | Statements in this discussion which are not historical facts may be
considered forward looking statements within the meaning of Section
21E of the Securities & Exchange Act of 1934, as amended, including
projected sales based upon orders, estimated cost savings and savings
that may be generated from restructuring. The words believe,
expect, anticipate, estimate, and similar expressions identify
forward looking statements. Any forward looking statement involves
risks and uncertainties that could cause actual events or results to
differ, perhaps materially, from the events described in the forward
looking statements. Readers are cautioned not to place undue reliance
on these forward-looking statements. The Company undertakes no
obligation to publicly update or revise any forward looking statement,
whether as a result of new information, future events or otherwise. The
risks associated with the Companys forward looking statements include,
but are not limited to, risks associated with the Companys history of
losses and uncertain profitability, reliance on a large customer, risks
associated with competition, general economic conditions, reliance on
key management and production people, future capital needs, dilution,
effects of outstanding notes and convertible debentures, limited public
market, low stock price, and lack of liquidity.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements, related notes and other information included
in this annual report on Form 10-KSB.




Item 1.   Description of Business

Voice & Wireless Corporation changed its name on July 30, 2000 from KENSINGTON
INTERNATIONAL HOLDING CORPORATION, (referred to herein as VWLC or the
Company) to more accurately reflect its new direction to provide
communication solutions as well as continuing its core business of installing
and manufacturing commercial fixtures. During 2002 the Company sustained losses
due to the recession, continued losses and investments into Mail Call, costs
related to the development of the new patent-pending wireless Ear Bud, and
expenses for new products as well as losses at Ives.

The Company was formed in 1988, initially for the purpose of developing oil and
gas properties in Kentucky. It is a reporting public corporation quoted on the
pink and white sheets as well as the bulletin board, and its call sign is
VWLC.OB. On December 31, 2002, the Company had approximately 1,000
stockholders. On
December 31, 2002, VWLC owned 100% of Ives Design, Inc., a

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Minnesota
corporation, and 100% of Mail Call, Inc. and 100% of Energy Management
Technologies, Inc., both Florida corporations, and 100% of EconoWatt
Corporation, a Nevada Corporation, all of which are operating companies. VWLC
owns 80% or more of the following non-operating companies; Bluegrass Management
and Operating Company, a Kentucky corporation; VWLC American Gas Drilling #1, a
Minnesota LLC. During 2001, VWLC sold its interests in the 28 operating oil and
gas wells in Oklahoma, Texas, and Arkansas for $40,000. VWLC also owns less
than 10% of a number of companies under its Equity Acquisition Program as
described on page 7. The Company formed a German subsidiary, Kensington
International Europe GmbH in March 2000.

In the past, VWLC has focused on designing, manufacturing, and installing
commercial store fixtures. During 2000, VWLC mapped out a new strategy to
reposition the company to grow in the business-to-business wireless
communications environment by emphasizing advanced voice and wireless
communications services, products, and solutions. It is due to this new focus
that VWLC acquired interests in Mail Call, Inc. and in MicroTalk Technologies,
Inc. During 2002 it was decided to have the Companys subsidiary, Ives Design,
Inc., continue to focus on its core business and to expand into energy savings
technologies through EconoWatt Corporation and Energy Management Technologies,
Inc.

VWLC, as stated above, is comprised of:

A.   Mail Call, Inc. & the Wireless Ear Bud

Mail Call, Inc. was shut down in February 2002 in order to conserve cash. Mail
Call, Inc., a Florida corporation founded in April 1997, was the creator of a
convenient and easy to use method of accessing and managing e-mail from any
telephone in the world. Mail Call delivers the voice e-mail as a return
message to the sender. Mail Call has a Web Site at www.mailcall.com , but
people cannot sign up for service. The Company is attempting to sell Mail Call
and keeps the web site up to demonstrate how it works. Mail Call continues to
be operated in the Bahamas for the Bahamian telephone company, BATELCO.

The patented and patent-pending digital wireless ear-piece (DWE) allows you to
listen & talk on your analog or digital cellular phone (or any phone) hands
free and without wires, by placing a small amplifier on your phone and by
placing a soft plastic shell devise in the outer bowl or concha of your ear.
The Company developed six working prototypes of the DWE, but when the Company
attempted to produce its first 1,000 units a noise problem occurred that the
Companys engineers have not been able to solve. Therefore, the production and
marketing of the DWE has been halted
until there is sufficient cash to justify restarting its production and
marketing. The Company is continuing its patents on the earbud.

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B.   IVES DESIGN, INC.

In April 1992, the Company acquired 100% of IVES DESIGN, INC. (Ives), a
manufacturer of store display fixtures. The primary components of such fixtures
are wood and laminate but many fixtures will incorporate acrylic, glass and/or
metal. Ives provides a broad spectrum of services to its customers including
design, manufacturing, delivery and installation. Fixtures are sold to a wide
variety of customers ranging from retail and grocery stores to private
companies and churches. Several customers are members of the Fortune 1000.
Sales are obtained through direct sales contact as well as referrals. The raw
material used in production is widely available and procured from a number of
sources depending on pricing and vendor stock. As of December 31, 2002, Ives
employed 16 full time employees.

During 2002, Ives Design was still being affected by the recession and lost
nearly $189,000 compared to a loss of $240,000 in 2001. Management realized
that Ives had to acquire a product or products that it could market to its
existing customers which had better margins and exclusivity. During March 2002,
VWLC acquired the exclusive right to market, sell, service, promote, and
distribute the STABILUX, a voltage regulator that stabilizes voltage and
manages lighting for various applications in the United States.

STABILUX is a proven technology, developed by the Italian manufacturer IREM
S.p.A., and is in use through out Europe. STABILUX is ETL and FCC certified
and IREM is both ISO 9001 and ISO 14001 certified. The product has been shown
to reduce lighting energy costs by as much as 50% in European applications such
as grocery stores (Ives Designs biggest customer is Super Valu), parking
ramps, large retail stores, and similar facilities. STABILUX can be used with
all existing or new lamps, ballasts or energy management systems found in
commercial, industrial and governmental facilities.

On March 6, 2002, VWLC and Ives Design were granted the exclusive rights to
market, sell, promote, and distribute the STABILUX products in the entire
United States of America for 1,400,000 shares of restricted stock. In
addition, VWLC and Ives Design were granted the non-exclusive right to sell the
STABILUX worldwide. Part of the transaction was that VWLC would also receive
five (5) STABILUX units, and $30,000 of equipment and marketing materials.
VWLC has hired a VP of Marketing for the STABILUX. The Company has been
operating as IREMs exclusive
United States distributor of STABILUX through its new subsidiary, EconoWatt
Corporation, a Nevada Corporation, since March 6, 2002. The March 6, 2002
agreement to purchase EconoWatt Corporation was attached as Exhibit 10.5 to the
2001 10-KSB.

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On June 20, 2002 the Company was granted a five-year exclusive license, for
California, from May 13, 2002, to market the FEDS 5 energy savings analysis
software program from Pacific Northwest National Laboratory (PNNL) and BATTELLE
of the U.S. Department of Energy. The Company paid 633,750 shares of restricted
stock to UTEK Corporation and 306,250 shares of restricted stock to BATTELLE
Memorial Institute for the license rights. The license is with the Companys
100% owned subsidiary, Energy Management Technologies, Inc., which is operated
through Ives Design, Inc.

The United States Department of Energys (DOE) Federal Energy Management
Program (FEMP) funded the development of PNNLs FEDS 5 program along with the
U.S. Army Construction Engineering Research Laboratory, the Naval Facilities
Engineering Service Center, Defense Commissary Agency, and the U.S. Army Forces
Command. The FEDS 5 program sells for $750 and provides a comprehensive method
for quickly and objectively identifying energy problems and solutions in single
and multiple buildings. The program determines the optimum set of
cost-effective retrofits for heating, cooling, lighting, refrigeration, motors,
windows, building shells, and hot water. The web site for information on the
STABILUX and on FEDS 5 can be found at www.greenviewenergy.com .

Significant markets, customers and suppliers

While the loss of Ives largest customer would have an adverse effect on the
Company such an event is unlikely since they have recently advised the Company
of their plan to place more substantial orders. The Company presently has no
contractual commitments with any customers but works against purchase orders
for its sales.

The Company believes that the number of potential suppliers of the materials
utilized by Ives in fashioning its products are sufficient that the loss by
Ives of any one or a number of its present suppliers would not have a material
adverse effect on Ives business.

Ives products are not seasonal products and are sold throughout the year.

Regulation of the store fixture industry

There are federal and state regulations governing the Ives operation to the
extent of Environmental Protection Agency and OSHA rules that apply to disposal
of waste from painting and
sealing of product. The STABILUX is ETL and FCC tested and certified. It meets
all electrical codes in the United States. Ives has a program in effect for all
of the situations mentioned herein.

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Competition within the store fixture & lighting retrofit industry

Ives does have a number of competitors and bids most of its projects. During
the recession, competitors have bid projects down which has resulted in losses
for Ives Design. Notwithstanding, sales have picked up slightly during 2002 and
management believes that the Company will become competitive again with respect
to both price and quality of its products. In addition, the new STABILUX
product and FEDS 5 program will be rolled out during 2003, provided there is
more liquidity, and it has only one direct competitor, Electric City (AMX:ELC)
from Illinois. Electric City has been marketing another Italian product similar
to STABILUX for two years, but it differs in numerous operational features and
does not have units for smaller and larger applications like STABILUX does
which means that STABILUX may be single-sourced and not bid in a number of
applications.

C.   Company Direction:

During 2002, VWLC mapped out a new strategy to reposition the Company to grow
in the business-to-business wireless communications environment by emphasizing
advanced wireless communications services and products. In late November 2002,
the Company acquired the rights to a new and proprietary technology for the
wireless 802.11 standard (WiFi), which provides encryption and a higher quality
and faster VOIP and wireless Internet transmission. The Company paid 300,000
shares of restricted stock for the technology. The DWE is more than two years
beyond its scheduled roll-out date and it still has some noise feedback
problems. The Company is attempting to find a buyer for Mail Call and is still
investing money to resolve the DWE technical problems. Once the DWE technical
problems are resolved, the Company intends to find manufacturing and marketing
partners to sell or license the DWE technology to. The new primary focus for
VWLC will be to continue to expand its more traditional revenue generating
businesses, such as Ives Design, Inc. and to market the STABILUX, FEDS 5
program, its new WiFi technology. These new focuses will be expanded through
sales to new customers, forming new strategic alliances, expanding sales to
existing customers, and through acquisitions of products and services like
STABILUX, FEDS 5, and WiFi proprietary technology. The WiFi web site is
www.ultimate-wireless.biz .

Equity Acquisition Program

It is also managements intention to continue to obtain equity
interests in other corporations in return for the Companys management
expertise. Management is of the opinion that it can obtain a 1% to 10% equity
interest in these new companies with little or no capital investment. The
primary focus for the EAP program will be companies in the wireless
communications sector.

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The secondary focus will be on more traditional
businesses that have positive cash flow like Ives Design, Inc.




Item 2.   Description of Property

At present, the Companys principal office is located at 600 S. Highway 169,
Suite 654, Interchange Tower, Minneapolis, Minnesota, 55426, occupying
approximately 700 square feet and utilized entirely for executive offices. The
lease includes the use of two conference rooms. In 2000 the lease was extended
for five years.

As a result of its acquisition of Ives, the Company owns two buildings on 2.47
acres. One building has 18,500 square feet, located at 1333 Constance
Boulevard, Ham Lake, Minnesota. Approximately 2,000 square feet are utilized
for offices and 16,500 square feet for manufacturing. There is also a 7,200
square foot storage building. The Company may sell the real estate and lease it

back to generate cash for operations.

During 2001 the Company closed its offices in New York, Florida and in Germany
to reduce costs.




Item 3:   Legal Proceedings

There are no legal proceedings against the Company as of the date of this
filing or on December 31, 2002. There is a threatened litigation for
approximately $12,500 by Hybrid Micro Circuits, but the Company disputes the
claims and feels that it has a large counterclaim. Our auditors have also
threatened to sue for last years audit fee of approximately $35,000, which is
guaranteed by the CEO.




Item 4:   Submission of matters to a vote of Security Holders

None




PART II




Item 5:   Market for Common Equity and Related Stockholder Matters

Company stock price by quarter:

|            |  |      |      |     |  |   |      | 
|----------- |  | ---- | ---- | --- |  | - | ---- | 
|            |  | High |      | Low
|            |  |      |      |    
|1st quarter |  | $    | 0.35 |     |  | $ | 0.14 | 
|2nd quarter |  | $    | 0.23 |     |  | $ | 0.08 | 
|3rd quarter |  | $    | 0.14 |     |  | $ | 0.08 | 
|4th quarter |  | $    | 0.15 |     |  | $ | 0.03 | 

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Since the Company is not NASDAQ qualified, these prices are inter dealer
prices and may not reflect actual value or transactions.



| | (a) |  | Market Information                                                                                                          
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The Registrants securities are traded on the Bulletin Board as
VWLC.OB.                                                  
|
| | (b) |  | Holders                                                                                                                     
|
| |     |  | At December 31, 2002 there were approximately 1,000 shareholders of
record including people who held stock in street name.
|
| | (c) |  | Dividends                                                                                                                   
|
| |     |  | The registrant has not paid dividends on its common stock and does
not expect to in the foreseeable future.                 




Item 6:   Managements Discussion and Analysis or Plan of Operation
Selected Financial Information (none of this information has been reviewed by
our Auditors or Attorneys):

|                                 |  |      |            |      |  |   |            |  
|-------------------------------- |  | ---- | ---------- | ---- |  | - | ---------- | -
|                                 |  | 2001 |            | 2002
|                                 |  |      |            |     
|Total Revenue                    |  | $    | 2,244,368  |      |  | $ | 2,343,929  |  
|Cost of Sales                    |  |      | 1,733,412  |      |  |   | 1,730,837  |  
|                                 |  |      |            |      |  |   |            |  
|Gross Profit                     |  | $    | 510,956    |      |  | $ | 613,092    |  
|Operating Expense                |  |      | 1,737,863  |      |  |   | 1,567,122  |  
|Loss on impairment of GW         |  |      | 607,647    |      |  |   | 270,830    |  
|                                 |  |      |            |      |  |   |            |  
|Loss from Operations             |  | $    | (1,834,554 | )    |  | $ | (1,224,860 | )
|Other Income (Expense)           |  |      | (76,537    | )    |  | $ | 0          |  
|                                 |  |      |            |      |  |   |            |  
|Loss from Continuing
Operations  |  | $    | (1,911,091 | )    |  | $ | 0          |  
|Discontinued Operations          |  |      | (5,305     | )    |  | $ | 0          |  
|                                 |  |      |            |      |  |   |            |  
|Net Loss                         |  | $    | (1,916,396 | )    |  | $ | (1,224,860 | )
|Basic and diluted loss per
share |  | $    | (.21       | )    |  | $ | (.10       | )

YEAR ENDED DECEMBER 31, 2002 AS COMPARED TO YEAR ENDED DECEMBER 31, 2001
REVENUES  Total revenues increased to $2,343,929 for the fiscal year ended
December 31, 2002, compared to $2,244,368 for fiscal year ended 2001, an
increase of $99,561 or 4% over the same period in 2001. This small increase was
primarily due to the continued recession, which continues to hamper the
shipment of
fixtures and related installation revenue at Ives Design. This slight increase
can be traced to a slow down in the economy which caused several customers to
delay or cancel planned capital expenditures. Ives pending backorders going
into fiscal 2003 was approximately $150,000.

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GROSS PROFIT  Gross profit increased to $613,092 in fiscal year ended 2002
from $510,956 for fiscal year ended 2001, an increase of 19%. The increase in
gross profit margin for the fiscal year ended 2002 was due to the overall mix
of business with slightly higher margin products making up a higher percentage
of the overall sales.

OPERATING EXPENSES  Operating expenses decreased to $1,567,122 in the fiscal
year ended 2002 from $1,737,863 in fiscal year ended 2001, which was primarily
the result of lower salary and commission expense. Selling, general, and
administrative expenses decreased as a result of consolidating offices and an
overall streamlining of the Companys operations.

NET LOSS  As a result of the above, the Company sustained a net loss of
$(1,224,860) for the fiscal year ended December 31, 2002 ($.10 loss per share
on 12,742,722 weighted average outstanding shares), compared to a net loss of
$(1,916,396) for the fiscal year ended December 31, 2001 ($0.21 loss per share
on 8,363,609 weighted average outstanding shares).

Mail Call was closed in the United States during February 2002. Management
continues to keep Mail Calls web site up in an attempt to sell the technology.

Patent, research and development costs related to the Companys ear bud product
contributed significantly to the loss for the year. In addition, expenses
related to the Companys new services and products such as STABILUX, FEDS 5,
and the 802.11 proprietary technologies also contributed to the loss.

LIQUIDITY AND CAPITAL RESOURCES  The Company has financed its cash
requirements primarily through operations, and sales of its securities to
accredited investors, and through the directors and their wives making loans to
the Company, deferring salaries and fees, and by not being reimbursed for
expenses and supplies.

As of December 31, 2001, the Company had a working capital of approximately
$10,799. The Company has approximately $650,000 in long-term debt. The Company,
based on managements estimates, believes cash flow from operations will not
support the Companys working capital requirements for the next twelve months
as such, the Company is seeking to raise funds through the issuance of
convertible debentures to accredited investors. There can be no assurances that
the Company will be successful in obtaining this additional financing. If it is
not successful, the Company would seek to negotiate other terms for the
issuance of debt, and/or
pursue bridge financing, negotiate with suppliers for a reduction of debt
through the issuance of stock and seek to raise equity through the sale of its
common stock.

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Critical Accounting Policies

The Company believes the following represent its critical accounting policies:

Impairment of Goodwill and other intangibles

We periodically evaluate acquired businesses for potential impairment
indicators. Our judgements regarding the existence of impairment indicators
are based on legal factors, market conditions and operational performance of
our acquired businesses. Future events could cause us to conclude that
impairment indicators exist and that goodwill and other intangibles associated
with our acquired businesses are impaired. In December 2002, we wrote off our
remaining goodwill related to the investment in the ear bud for development,
patent costs, molds, and also wrote off our note with Stock of Fortune and our
investment in Stock of Fortune. We also wrote off the consulting fees for UTEK
Corporation, which together totaled $270,830

Revenue Recognition

We recognize revenue when products are shipped to customers the price is fixed
and determinable and collection is considered probable. The Securities and
Exchange Commissions Staff Accounting Bulletin (SAB) No. 101, Revenue
Recognition provides guidance on the application of accounting policies
generally accepted in the United States of America to selected revenue
recognition issues. We have concluded that our revenue recognition policy is
appropriate and in accordance with accounting principles generally accepted in
the United States of America and SAB No. 101.

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Accounting Standards (SFAS) No. 141 Business Combinations. SFAS No. 141
eliminates the pooling-of-interests method of accounting for business
combinations except for qualifying business combinations that were initiated
prior to July 1, 2001. In addition, SFAS No. 141 further clarifies the
criteria to recognize intangible assets separately from goodwill. The
requirements of SFAS No. 141 are effective for any business combination
accounted for by the purchase method that is completed after June 30, 2001.
The Company believes the adoption of SFAS
No. 141 will not have a material effect on the Companys consolidated financial
position or results of operations.

In June 2001, the FASB adopted SFAS No. 142, Goodwill and Other Intangible
Assets. SFAS No. 142 discontinues the amortization of

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recorded goodwill for
fiscal years beginning after December 15, 2001. In the future, goodwill will
be reduced based upon an impairment analysis of the amount recorded on the
Companys books. To the extent it has been determined that the carrying value
of goodwill is not recoverable and is in excess of fair value, an impairment
loss will be recognized. Impairment will be reviewed on a periodic basis based
on its fair value as noted in the critical accounting policies, the Company
wrote off $270,830 of impaired goodwill, intangibles, and notes during the year
ended December 31, 2002. The amount written off may change after an auditors
review.

In June 2001, the FASB issued SFAS No. 143. Accounting for Asset Retirement
Obligations. SFAS No. 143 is effective for fiscal years beginning after June
15, 2002. The Company believes the adoption of SFAS No. 143 will not have a
material effect on the Companys consolidated financial position or results of
operations.

In October 2001, the FASB issued SFAS No. 144 Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121. SFAS
No. 144 primarily addresses significant issues relating to the implementation
of SFAS No. 121 and develops a single accounting model for long-lived assets to
be disposed of, whether primarily held, used or newly acquired. The provisions
of SFAS No. 144 will be effective for fiscal years beginning after December 15,
2001. The provisions of SFAS No. 144 generally are to be applied
prospectively. The Company believes the adoption of SFAS No. 144 will not have
a material effect on the Companys consolidated financial position or results
of operations.

In April 2002, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. The Company believes the adoption of SFAS No. 145 will not have a
material effect on the Companys consolidated financial position or results of
operations.

In June 2002, FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. SFAS No. 146 requires recognition of a liability
for a cost associated with an exit or disposal activity when the liability is
incurred versus the date the Company commits to an exit plan. In addition, SFAS
No. 146 states the liability should be initially measured at fair value. The
requirements of SFAS No. 146 are effective for exit or disposal activities that
are initiated after December 31, 2002.
The Company believes the adoption of SFAS No. 146 will not have a material
effect on the Companys consolidated financial position or results of
operations.

12



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Item 7:   Consolidated Financial Statements

The consolidated financial statements of the Company are included herein
following the signatures page.




Item 8:   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.




Part III




Item 9.   Directors, Executive Officers, Promoters and Control Persons of the
Company; Compliance with Section 16 (a) of the Exchange Act

MANAGEMENT

Mike Nakonechny resigned as a director and Chairman during January 2002.
Jeff Etten resigned as CFO during January 2003. The executive officers and
Directors of the Company are as follows:

|                         |  |  |     |  |          |                                        |  | 
|------------------------ |  |  | --- |  | -------- | -------------------------------------- |  | 
|Name                     |  |  | Age |  | Position |                                       
|                         |  |  |     |  |          |                                       
|Keith A. Witter, JD, CPA |  |  | 55  |  |          | Director, Secretary, CFO              
|Mark Haggerty, JD        |  |  | 55  |  |          | Chief Executive Officer, Chairman, COO

Directors are elected for an indefinite term not to exceed five years, expiring
at the annual stockholders meeting next held after their election and until
their successors are elected and qualified. Officers are appointed by the
Board of Directors and serve at its discretion.

Keith A. Witter has been a Director of the Company since May 1, 1993. From
January 1992 to April 1993, Mr. Witter served as President and Chief Operating
Officer of the Company. He received a B.A. in business administration and
economics in 1969 from Gustavus Adolphus College, and in 1973 obtained a JD
degree from the University of Minnesota Law School. Since 1984, Mr. Witter has
served as President and owner of Askar Corporation, a securities broker-dealer

with 85 representatives in five states. He also is the President of F.F.P.
Investment Advisors, Inc., a financial planning firm, a position he has held
since 1984.

Mark Haggerty became an employee of VWLC on May 1, 1993 and became C.E.O.-C.O.O
on September 9, 1993. Mr. Haggerty is a Graduate of the University of Minnesota
Law School and is a practicing

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attorney. From 1974 to 1985 he served as a
prosecutor in Anoka County, Minnesota. From 1971 to 1985 Mr. Haggerty was
employed as an attorney with the Minneapolis law firm of Smith, Juster,
Feikema, Malmon and Haskvitz and was its youngest shareholder, officer and
director. In 1985 Mr. Haggerty was employed as a Senior Vice President at
Miller and Schroeder Financial, Inc., Minneapolis, where he remained until 1987
when he formed Haggerty & Associates, Inc. During the past twenty-five years
Mr. Haggerty has structured and closed more than 150 taxable and non-taxable
financing and marketing programs both in the United States and in Europe. He
serves as the elected Vice Chairman of the Hennepin County Parks, and on the
Board of Directors for all of the VWLC companies. Haggerty has been a Director
since October 15, 1994 and Chairman since January 30, 2002.

Other Key Personnel

Dennis Krause is the President and a Director of Ives Design, Inc. Mr. Krause
has over 25 years experience in the fixture and millwork industry.

Jochen Stog, Mr. Stog has over 30 years experience in European business and
sales. Mr. Stog holds 25 international patents and speaks numerous languages
fluently. Mr. Stog is one of only 50 elected members to the 300,000 member
Munster Chamber of Commerce. He is also Chairman of the Ernst Schneider
Foundation, cofounder and former Treasurer of ZENIT, the Center for Technology
and Innovation in North Rhine Westphalia which is the R&D development
corporation for that state of 10,000,000 people. Mr. Stog will operate out of
VWLCs new European headquarters in the Dortmund, Germany suburb of Waltrop.
Waltrop is in the center of the Ruhr and within a fifty mile radius has
approximately 8 million people. Mr. Stog has been president of his own company,
STOG TEC GmbH for over fifteen years and in the 1970s served as an assistant
to the Secretary of the German Interior in Bonn, Germany.




Item 10:   Executive Compensation

(a)   Compensation Pursuant to Agreements

In May 1993, the Company entered into an employment agreement with Mark
Haggerty to serve as Senior Vice-President. Mr. Haggerty has been and will
continue to act as general counsel. Mr. Haggertys salary is $90,000 per year
and his law firm; Haggerty & Associates, Inc. is retained at an additional
$12,000 per year.
Due to cash flow problems neither Mr. Haggerty nor his Law Firm have received
any compensation from the Company for over a year. Mr. Haggerty and his wife
have been loaning the Company money to keep it operational. The agreement with
Mr. Haggerty allows him to retain a limited number of clients while employed
with the Company

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##### Table of Contents



since his contract only requires him to work 80% of his time
for the Company. Mr. Haggerty also receives an automobile allowance, is
reimbursed expenses incurred on Company business, receives four weeks paid
vacation per year as well as medical insurance and life insurance through Ives
Design, Inc., none of which has been paid for over a year. Mr. Haggertys and
his law firms contract was extended through May 1, 2005.

Up until October 2000, the directors only received expense reimbursement and
warrants. Since the board has been decreased in size to three members and now
two members, the directors have been authorized to receive $500 a month in
compensation. The two existing directors have never received a penny of
directors fees, but the former Chairman received all of his fees until he
resigned in January of 2002.

Compensation Pursuant to Plans
Employee Cashless Stock Options

The Company has adopted an incentive stock option plan, which authorizes a
maximum of 750,000 shares that may be issued pursuant to the Plan. The Board of
Directors may grant options to key individuals at their discretion. The
exercise price for options issued pursuant to the Plan may not be less than 85%
of the fair market value of the Companys common stock on the date of option.
Any option granted must be exercised within ten years of its grant. The shares
issued upon exercise of the options granted pursuant to the Plan have no
registration rights unless specifically authorized by the Board of Directors.




Item 11.   Security Ownership of Certain Beneficial Owners and Management

PRINCIPAL STOCKHOLDERS

The following table sets forth information as of December 31, 2002
regarding ownership of the Companys common stock by (1) the only persons known
by the Company to own beneficially more than five percent (5%) thereof; (2) the
directors individually, either directly or through corporations or family
members, and (3) all officers and directors as a group. All persons listed
have either direct or indirect voting and investment power with respect to
their shares unless otherwise indicated. The list on page 15 herein includes
issued shares, as well as options and warrants that have not been issued but
that have vested.

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##### Table of Contents



|                                                                                     |  |        |           |            |  |  |       |  
|------------------------------------------------------------------------------------ |  | ------ | --------- | ---------- |  |  | ----- | -
|NAME                                                                                 |  | Shares |           | Percentage
|                                                                                     |  |        |           |           
|Dennis Krause                                                                        |  |        | 284,089   |            |  |  | 2.23  | %
|Isanti
Street
Blaine
Minnesota 55432                                                 |  |        |           |            |  |  |       |  
|                                                                                    
|Mark Haggerty                                                                        |  |        | 1,162,483 |            |  |  | 9.12  | %
|8325
Northwood Pkwy
New Hope, MN 55427                                               |  |        |           |            |  |  |       |  
|                                                                                    
|Keith Witter                                                                         |  |        | 573,545   |            |  |  | 4.50  | %
|606
23rd Street NE
Rochester, MN 55906                                               |  |        |           |            |  |  |       |  
|                                                                                    
|Total (3)                                                                            |  |        | 2,020,117 |            |  |  | 15.85 | %
|                                                                                    
|All officers & key
persons & directors &
recent directors, as a
Group, three persons |  |        |           |            |  |  |       |  




Item 12.   Certain Relationships and Related Transactions.

CERTAIN TRANSACTIONS

Liberty National Stock & Warrants & Convertible Debentures

In connection with the Companys 1992 acquisition of American Gas, the Company
assumed certain obligations of American Gas. Among these obligations was the
issuance of the Companys securities (as described more fully below) to
creditors and investors who participated in a series of oil and gas drilling
partnerships promoted by Liberty National Corporation (Liberty), a defunct
corporation whose assets American Gas acquired in a sale approved by the
Superior Court of the State of California, Orange County. In consideration for
the purchase of such assets, the Company agreed to issue to the approximately
634 Liberty creditors/investors 200,000 shares of common stock (the Liberty
Shares) and 800,000 warrants (the Class A Liberty Warrants). Each Class A
Liberty Warrant is exercisable for six months from issuance to purchase one
share of common stock at $2.50 per share and one Class C Liberty Warrant, which
is exercisable at $7.00 per share. These conditions were changed by Court Order
on May 3, 1994 whereby the 634 Liberty National investors are to receive
125,000 shares and 1,000,000 Class A Liberty Warrants as described herein.
These Class A Liberty Warrants are subject to redemption at the sole option of
the Company at any time commencing three months after their issuance, at a
redemption price of $.001 per Class A Liberty Warrant. The Company shall give
thirty days written notice to all holders of the Liberty Warrants of such
redemption,
during which time the holder shall have the right to exercise such Warrant.
Upon notice of redemption to the warrant holders and the warrant holders
failure to exercise their right of conversion, the Company shall, upon
surrender and delivery of the warrant certificates to the Company or its
transfer agent, pay the warrant

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##### Table of Contents



holder a sum equal to the $.001 redemption
price per warrant times the number of warrants surrendered. At the date of
drafting this 10-KSB, no Liberty Warrants have been either issued or exercised.

Pursuant to the terms of the Class B Investor Warrant Agreement, the Class A
Liberty Warrant Agreement, and the Class C Liberty Warrant Agreement
(collectively, the Warrants), the Company is obligated to undertake, on a
good faith basis, to register under the Act and the applicable state securities
acts, the shares of common stock underlying the Warrants and to keep such
Warrants, at the Companys expense. In certain cases, the sale of securities by
the Company upon the exercise of the Warrants could violate the securities laws
of the United States, certain states, or other jurisdictions. The Company will
not be required to honor the exercise of any of the Warrants if, in the opinion
of counsel to the Company, the sale of securities upon such exercise would be
unlawful.

In addition to the 1,000,000 Liberty National $2.50 Warrants, the Company
issued 1,255,250 warrants that are exercisable for four years at $2.50 through
a recent 506 private placement. In addition, the security brokers who sold the
1,255,250 warrants received another 99,975 warrants exercisable at $1.00 for
five years. Through another private placement, the Company issued 728,750
warrants that are exercisable for five years at $2.50. The security brokers who
sold the 728,750 warrants received another 69,875 warrants exercisable at $1.00
for five years. In July 2000, the Company issued 87,500 warrants exercisable at
$3.00 for three years. Neither the brokers warrants nor the 2,071,500 investors
warrants are callable by the Company, but the stock for the warrants are not
registered and have no piggyback rights. Another 210,000 Warrants were
issued to former and current offices and directors exercisable at $1.60. Two
directors have 50,000 Warrants each exercisable at $.43 and one former outside
director has another 50,000 Warrants exercisable at $.11. An additional 50,000
warrants have been issued for marketing services exercisable at $1.50 and are
callable at $6.00 by the Company at $.01 per warrant. Another 25,000 warrants
were issued for consulting and marketing services at an exercise price of
$1.46. In connection with an employment agreement, the Company is required to
issue a warrant to the individual to purchase 390,000 shares of the Companys
common stock at $1.00 per share exercisable for five years. The individual has
the option to put the warrant back to the Company for $390,000 in the event the
Company completes a private placement as outlined in the agreement. During 2001
another financial consulting group was issued 1,050,000 warrants that have
exercise prices ranging from $0.875 to $8.40. This group has not performed as
agreed to and
the 1,050,000 Warrants may be cancelled for lack of valid consideration. Also
during 2001, the Company through another 506 private offering issued 186,000
warrants exercisable at $2.50. As part of the agency agreement to raise debt or
equity, the Company issued 18,600 warrants exercisable at $1.25 for seven
years. In

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summary, there are issued and outstanding 4,370,950 Warrants plus the
1,000,000 Liberty National Warrants with only 400,000 of those having an
exercise price of less than one dollar.

During 2001 the Company sold $242,500 in Convertible Debentures paying eight
(8%) percent annual interest for five-year terms. The conversion price on the
2001 debentures is $1.25. During 2002 the Company sold a different series of
Convertible Debentures. The Company sold $57,100 of the 2002 Debentures, which
pay ten (10%) percent interest and are convertible at twelve ($0.12) cents for
a term of five-years.

In addition, under the Companys qualified stock option plan, its employees
have a total of 324,329 cashless employee options. The plan allows for the
issuance of up to 750,000 employee options under the plan. None of these
warrants, options, convertible debentures, or shares have been registered.

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Item 13.   Exhibits, lists and Reports on Form 8-K

|                          |  |                        
|------------------------- |  | -----------------------
|(A)   Exhibits            |  | See Table of Content.  
|(B)   Reports on Form 8-K |  | Filed in February 2000.

Exhibit Index

|        |  |                                      |  |  |         |  |  | 
|------- |  | ------------------------------------ |  |  | ------- |  |  | 
|Exhibit |  | Description                          |  |  |         | 
|        |  |                                      |  |  |         | 
|#3      |  | Certificate of Incorporation         |  |  | *       | 
|#3.3    |  | By-Laws of Company                   |  |  | *       | 
|#9.9    |  | Audit Committee 307
S-K Disclosure   |  |  | 4/10/03 | 
|#9.91   |  | Sarbanes-Oxley Act                   |  |  | *       | 
|#10     |  | Promissory notes payable             |  |  | ***     | 
|#10.1   |  | Acquisition of Ives & American Gas   |  |  | **      | 
|#10.2   |  | Acquisition of Mail Call             |  |  | ****    | 
|#10.4   |  | Employment agreements                |  |  | ***     | 
|#10.5   |  | Agreement with EconoWatt Corporation |  |  |         | 
|#21.1   |  | Form of Common Stock                 |  |  | ***     | 
|#21.2   |  | Form of Warrants & Debentures        |  |  | ***     | 

---

|*    |  | Filed as exhibits to Companys registration 33-38119-C to the SEC                   
|---- |  | ------------------------------------------------------------------------------------
|    
|**   |  | Filed as part of Form 8-K to SEC on 2-12-93                                         
|    
|***  |  | Filed as an exhibit to Form 10-K filed on June 1993.                                
|    
|**** |  | Filed as an exhibit to Form 8-K filed in
December 1999 and amended in February 2000.

All 10-QSBs, 8-Ks and amendments, S-8s and 10-KSBs filed since
1989 are incorporated herein by reference.




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned officers and/or Directors, there unto duly
authorized.

| |  |                              |  |                                                                                  
| |  | ---------------------------- |  | ---------------------------------------------------------------------------------
| |  | Voice & Wireless Corporation
|
|
| |  | By:                          |  | /s/  Mark Haggerty
Mark Haggerty,
Chairman & C.E.O.- C.O.O.,
Dated April 10, 2003
|
|
| |  | By:                          |  | /s/  Keith Witter
Keith Witter,
Director & Secretary & CFO,
4/10/03              

19



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CERTIFICATION PURSUANT TO

18 U.S.C. §1350

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Haggerty, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Voice & Wireless
Corporation, the registrant;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.   I, along with the CFO, am responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:

a)   designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b)   evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and

c)   presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.   I have disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors (or persons
performing the equivalent functions):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.   I have indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.



|                      |  |                                  
|--------------------- |  | ---------------------------------
|Date:  April 10, 2003 |  | /s/  Mark Haggerty
Chairman & CEO





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##### Table of Contents



CERTIFICATION PURSUANT TO

18 U.S.C. §1350

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Keith Witter, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Voice & Wireless
Corporation, the registrant;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.   I , along with the CEO, am responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and
15d-14) for the registrant and have:

a)   designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b)   evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and

c)   presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.   I have disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors (or persons
performing the equivalent functions):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.   I have indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

|                      |  |                      
|--------------------- |  | ---------------------
|Date:  April 10, 2003 |  | /s/  Keith Witter
CFO