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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

       (X) AMENDMENT NO. 1 TO QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2001

                                       OR

                ( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           Commission File No. 1-10588

                           WIRELESS WEBCONNECT!, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                   75-1993841
  (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                    Identification number)

                            2155 Chenault, Suite 314
                              Carrollton, TX 75006
                              --------------------
                    (Address of Principal Executive Offices)

                                 (214) 390-0051
              (Registrant's telephone number, including area code)

  Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.

         Yes   X                                        No
             ------                                        --------

  Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                     Outstanding at
            Class                                     May 14, 2001
  ---------------------------                        --------------
  Common Stock $.01 par value                         34,886,459

-------------------------------------------------------------------------------

INDEX

WIRELESS WEBCONNECT!, INC.

Part I.  Financial Information

The balance  sheet at March 31, 2001 and  statements of  stockholders'  deficit
and cash flows for the three months ended  March 31, 2001 have been  restated
as a result of an error.  A liability  was  inadvertently  excluded  from
accounts  payable  assumed as a result of the  merger of the  Company  (formerly
known as  Intellicall,  Inc.) and Wireless  WebConnect!,  Inc.,  a private
company.  The impact of the  inclusion  of this  invoice  is to  increase
accounts payable and decrease additional paid-in capital by $300,000 at
March 31, 2001.

     Item 1.   Financial Statements

               Balance Sheets at March 31, 2001 (Unaudited) (restated)
               and December 31, 2000....................................

                                                                              2

               Statements of Operations (Unaudited) for the three months
               ended March 31, 2001 and 2000............................      3

               Statement of Stockholders' Deficit for the three months ended

               March 31, 2001 (restated) (Unaudited)....................  4

               Statements of Cash Flows (Unaudited) for the three months

               ended March 31, 2001 (restated) and 2000.................  5

               Notes to Financial Statements (Unaudited) ...............      6

     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations............     12

     Item 3.   Quantitative and Qualitative Disclosures
               About Market Risk .......................................     16

Part II.       Other Information

     Item 1.   Legal Proceedings .......................................     17

     Item 2.   Changes in Securities and Use of Proceeds................     17

     Item 4.   Submission of Matters to a Vote
               of Security Holders......................................     18

     Item 6.   Exhibits and Reports on Form 8-K.........................     19

     Signatures   ......................................................     20

                                      -1-

                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                                 Balance Sheets
                      March 31, 2001 and December 31, 2000
                                 (in thousands)

                                                                                           March 31,         December 31,
                                                                                         2001                  2000
                                                                                        -------------        ------------
                                                                                        (as restated,
                                                                                          see Note 6)

                                                                                         (Unaudited)
                                       ASSETS
Current assets:
  Cash.............................................................................               $ 1,915             $ 1,532
  Accounts receivable, net of allowance for doubtful accounts
     of $1,181 and $131, respectively..............................................                 1,809                 640
  Inventory, net...................................................................                   886                 205
  Assets held for sale.............................................................                   950                  --
  Prepaid expenses and other current assets........................................                   166                  50
                                                                                                  -------             -------
       Total current assets........................................................                 5,726
  Total current assets.............................................................                                     2,427

Property and equipment, net........................................................                   237                 124
Other assets.......................................................................                   487                  14
                                                                                                  -------             -------
       Total assets................................................................               $ 6,450             $ 2,565
                                                                                                  =======             =======

                        LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:

  Accounts payable.................................................................               $ 1,564                $518
  Accrued expenses.................................................................                 1,022                 640
  Deferred revenue.................................................................                 3,190               1,847
  Note payable.....................................................................                    --                 750
  Other current liabilities........................................................                   138                  --
                                                                                                  -------             -------
       Total current liabilities...................................................                 5,914               3,755

  Long-term debt to related party..................................................                 1,893                  --
                                                                                                  -------             -------
       Total liabilities...........................................................                 7,807               3,755
                                                                                                  -------             -------

Commitments and contingencies (Note 4)
Stockholders' equity (deficit):
  Common stock, $.01 par value; 60,000,000 shares authorized;
   34,886,459 shares issued and outstanding at March 31, 2001;
   10,000  shares authorized, issued and outstanding, no par value,

   at December 31, 2000............................................................                   349                  --
  Additional paid-in capital.......................................................                   907                 374
  Less common stock in treasury, at cost, 74,908 shares............................                  (318)                 --
  Accumulated deficit..............................................................                (2,295)             (1,564)
                                                                                                  -------             -------
       Total stockholders' deficit.................................................                (1,357)             (1,190)
                                                                                                  -------             -------
       Total liabilities and stockholders' deficit ................................               $ 6,450             $ 2,565
                                                                                                  =======             =======

               See accompanying notes to the financial statements

                                      -2-

                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                            Statements of Operations
                   Three Months Ended March 31, 2001 and 2000
                            (in thousands, except per
                                 share amounts)

                                                                                              March 31,
                                                                                        2001             2000
                                                                                        ----             ----
                                                                                            (Unaudited)
Revenue:
  Commissions and related............................................                $    --         $    285
  Services...........................................................                  2,310               --
  Equipment..........................................................                  1,637               --
  Other..............................................................                    149               --
                                                                                     -------         --------
     Total revenues..................................................                  4,096              285
                                                                                     -------         --------

Operating expenses:
  Cost of services and equipment revenues............................                  3,331               --
  Selling, general and administrative................................                  1,496              194
                                                                                     -------         --------
     Total operating expenses........................................                  4,827              194
                                                                                     -------         --------

Operating income (loss)..............................................                   (731)              91
Income tax benefit (expense).........................................                     --               --
                                                                                     -------         --------

Net income (loss)....................................................                $  (731)            $ 91
                                                                                     =======

Pro forma income tax expense.........................................                                     (32)
                                                                                                     --------
Pro forma net income  ...............................................                                $     59
                                                                                                     ========

Net income (loss) per share--basic and diluted  .....................                $  (.02)
                                                                                     =======

Weighted average shares outstanding--basic and diluted................                34,886
                                                                                     =======

Proforma net income (loss) per share - basic and diluted.............                                $     --
                                                                                                     ========

Proforma weighted average shares outstanding - basic and diluted.....                                  34,886
                                                                                                     ========

               See accompanying notes to the financial statements

                                      -3-

                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                 Statements of Changes in Stockholders' Deficit
                        Three Months Ended March 31, 2001
                                   (Unaudited)
                                 (in thousands)

                                 Common Stock                           Treasury Stock         Retained
                            ----------------------                  ----------------------     --------
                              Shares      Amount    Paid-in Capital   Shares      Amount       Deficit         Total
                              ------      ------    ---------------   ------      ------       -------         -----

Balance at January 1, 2001         10         $  --           $ 374          --     $   --          $(1,564)    $(1,190)

  Effect of the merger:
     Intellicall
  historical
       shares............:     13,083           131                          75       (318)              --        (187)

     Issuance of new

  shares, as restated.....     21,803           218             466                                      --         684

     Cancellation of pre-
      merger Wireless
      WebConnect! shares..        (10)

  Amendments to warrants
  as a result of the                                                         --         --
  merger..................         --            --              67                                      --          67

  Net loss................         --            --              --          --         --             (731)       (731)
                               ------         -----           -----     -------     ------          -------     --------
Balance at March 31,

  2001, as restated.......     34,886         $ 349           $ 907          75     $ (318)         $(2,295)    $(1,357)
                               ======         =====           =====     =======     ======          =======     =======

               See accompanying notes to the financial statements

                                      -4-

                           Wireless Webconnect!, Inc.
                      (Formerly Known As Intellicall, Inc.)
                            Statements of Cash Flows
                   Three Months Ended March 31, 2001 and 2000
                                 (in thousands)

                                                                                             March 31,
                                                                                       2001             2000
                                                                                       --------         ----
                                                                                            (Unaudited)
Operating activities:

  Net income (loss).........................................................             $  (731)       $  91
  Adjustments to reconcile net income (loss) to net cash provided by (used in)
  operating activities:

    Depreciation............................................................                   8            3
    Provision for doubtful accounts.........................................                 143           --
    Merger costs - amendments to warrants...................................                  67           --
  Changes in operating assets and liabilities:

    Accounts receivable.....................................................                (925)         121
    Inventory...............................................................                (681)          --
    Prepaid expenses and other current assets...............................                 (21)          17
    Other assets............................................................                   2           --
    Accounts payable and accrued expenses...................................                 343          (51)
    Deferred revenue........................................................               1,343           --
                                                                                         -------        -----

  Net cash provided by (used in) operating activities.......................                (452)         181
                                                                                         -------        -----

Investing activities:
  Additions to property and equipment.......................................                (121)          --
  Cash acquired in merger...................................................                 706           --
                                                                                         -------        -----
  Net cash provided by investing activities.................................                 585           --
                                                                                         -------        -----

Financing activities:
  Distributions to partners.................................................                  --          (15)
  Proceeds from note payable................................................                 250           --
                                                                                         -------        ------
  Net cash provided by (used in) financing activities.......................                 250          (15)
                                                                                         -------        ------

Net increase in cash........................................................                 383          166

Cash, beginning of period...................................................               1,532           45
                                                                                         -------        -----

Cash, end of period.........................................................             $ 1,915        $ 211
                                                                                         =======        =====

Non-cash transactions:

  Issuance of stock to affect the merger (net of cash acquired).............             $  (209)       $  --
                                                                                         =======        =====

               See accompanying notes to the financial statements

                                      -5-

                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                   Three Months Ended March 31, 2001 and 2000

Note 1--Basis of Presentation, Merger and Business

         Wireless  WebConnect!,  Inc.  (the  "Company")  was formerly  known as
Intellicall,  Inc.  ("Intellicall").  The  Company  changed its name to Wireless
WebConnect!,  Inc.  after the  completion of the merger  between a  newly-formed
subsidiary of Intellicall and Wireless WebConnect!,  Inc., a Florida corporation
("Wireless WebConnect!"). See "Merger" below.

         The accompanying unaudited financial statements, in the opinion of the
Company's  management,  contain all material,  normal and recurring  adjustments
necessary to present  accurately the financial  condition of the Company and the
results of its operations for the periods  indicated.  The results of operations
for the interim periods  reported are not necessarily  indicative of the results
to be experienced  for the entire year.  These  unaudited  financial  statements
should be read in  conjunction  with the financial  statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000 filed with the Securities and Exchange Commission.

Merger

         On March 15, 2001,  the  shareholders  of the Company (i) approved the
issuance  of  21,803,148  shares of the  Company's  common  stock  (the  "Common
Stock"),  pursuant to a merger (the "Merger") consummated under an Agreement and
Plan of Merger (the "Merger  Agreement") dated August 29, 2000, by and among the
Company,  a wholly-owned  subsidiary of the Company ("Merger Sub"), and Wireless
WebConnect!,  (ii)  approved an increase in the number of  authorized  shares of
Common Stock to 60,000,000,  and (iii) approved the change of the Company's name
to "Wireless WebConnect!, Inc." The merger was consummated on March 30, 2001.

         Pursuant  to the Merger  Agreement,  Merger  Sub merged  with and into
Wireless  WebConnect!.  Wireless  WebConnect!  survived  the  Merger  and  is  a
wholly-owned  subsidiary  of the Company.  The former  shareholders  of Wireless
WebConnect!  received an aggregate of 21,803,148  shares of Common Stock as part
of  the  Merger.  The  six  former  shareholders  of  Wireless  WebConnect!  own
collectively  approximately 62.5% of the issued and outstanding shares of Common
Stock.

         Wireless  WebConnect!  is considered the accounting acquirer since the
former  Wireless  WebConnect!  shareholders  control the Company  through  their
holdings of  approximately  62.5% of the combined  outstanding  shares of Common
Stock and have control of the Company's Board of Directors.  Because the Company
is the legal acquirer, this is considered a "reverse acquisition."

                                      -6-

                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                   Three Months Ended March 31, 2001 and 2000

Note 1--Basis of Presentation, Merger and Business (continued)

         In  addition,  on March 15,  2001,  the former  employees  of Wireless
WebConnect!, who became employees of the Company received options to purchase an
aggregate of 1,896,500  shares of Common  Stock under the  Company's  1991 Stock
Option  Plan.  The  options,  which were issued with a strike  price of $.40 per
share  (which  equaled the market  price on the date of grant),  vest 33 1/3% on
March  15,  2002  and 33 1/3% on March 15 of each of the  following  two  years,
except in the case of 500,000 of the  options  which vest 25% on  September  15,
2001,  25% on March 15,  2002,  25% on  September  15, 2002 and 25% on March 15,
2003. Certain warrants outstanding prior to the Merger that were issued to Banca
del Gottardo,  a beneficial owner of approximately 13% of the outstanding Common
Stock, were amended as a result of the Merger. The increase in the fair value of
such warrants as a result of the amendments was $67,000, which has been recorded
as an expense of the Merger and additional paid-in capital.

         The Company plans to discontinue or dispose of Intellicall's remaining
payphone  business  operations  within  one  year.   Intellicall  will  have  no
continuing operations. Accordingly, the transaction has been accounted for as an
acquisition of the net assets of Intellicall in exchange for stock, similar to a
recapitalization  of Wireless  WebConnect!.  The assets acquired and liabilities
assumed  have  been  recorded  at  their  estimated  fair  value  on the date of
acquisition, March 30, 2001, with a corresponding entry to equity for the shares
issued. The net assets acquired, as restated, are as follows (in thousands):

         Assets:
           Cash.............................................               $ 706
           Accounts receivable..............................                 387
           Note receivable from Wireless WebConnect!........               1,011
           Other current assets ............................                  95
           Assets held for sale.............................                 950
           Other assets.....................................                 475
                                                                           -----

           Total assets.....................................               3,624
                                                                           -----

         Liabilities:

           Accounts payable.................................               1,056
           Accrued liabilities..............................                 178
           Long-term debt to related party..................               1,893
                                                                           -----

           Total liabilities................................               3,127
                                                                           -----

                     Net assets.............................               $ 497
                                                                           =====

                                      -7-

                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                   Three Months Ended March 31, 2001 and 2000

Note 1--Basis of Presentation, Merger and Business (continued)

         The note receivable from Wireless WebConnect!  of $1.0 million,  which
represents the amounts advanced by the Company to Wireless WebConnect!  prior to
the Merger, has been eliminated  pursuant to the loan agreement between Wireless
WebConnect! and the Company.

         Assets held for sale represent  inventory and fixed assets  associated
with  Intellicall's  payphone  business  operations  and are  recorded  at their
estimated net  realizable  value.  Subsequent  to March 31, 2001,  the potential
buyer of the payphone business  operations  terminated its letter of intent with
the Company. As a result, the Company recorded an impairment loss of $.6 million
during the three months ended June 30, 2001.

         No pro forma income statements are presented based on the intention of
the Company to sell or liquidate the remaining  operations of Intellicall  after
the Merger.

Business

         Wireless WebConnect!  was originally formed in 1996 as Business Tel, a
California Partnership.  On May 30, 2000, Wireless WebConnect!  was incorporated
by the partners contributing their respective interests in the net assets of the
partnership  to a  newly  formed  Florida  corporation  in  exchange  for all of
Wireless WebConnect!'s issued and outstanding common stock. Wireless WebConnect!
became a wholly-owned  subsidiary of the Company  effective  March 30, 2001. See
"Merger."

         Prior to July 2000, Wireless WebConnect! provided customer acquisition
services  to  Metricom,  Inc.  ("Metricom")  for  Metricom's  Ricochet  wireless
Internet access  services and was a reseller of Metricom's  services to selected
customers.   Effective  July  2000,  Wireless  WebConnect!,   along  with  other
competitors,  began  marketing  and  providing  Metricom's  128.8 kbps  wireless
Internet access service.  Additionally,  Wireless  WebConnect!,  contracted with
Metricom  to be the  exclusive  provider  of 28.8  kbps  service  to  Metricom's
existing  customers  in certain  geographic  service  areas.  A portion of these
customers was previously acquired for Metricom by Wireless WebConnect!.

         The Company has formed  strategic  relationships  with Metricom and an
Internet  service provider who together provide mobile computer users high speed
wireless communications services that are resold by the Company.

         The Company operates in a highly  competitive  environment  subject to
rapid technological change and emergence of new technology.  Although management
believes its services are transferable to emerging  technologies,  rapid changes
in technology could have an adverse financial impact on the Company. The Company
is highly  dependent  on Metricom for  wireless  communication  services and the
further deployment of the wireless Internet access network. See Note 2.

                                      -8-

                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                   Three Months Ended March 31, 2001 and 2000

Note 2.  Liquidity and Capital Resources

         On July 2, 2001, Metricom, owner and operator of the Ricochet network,
filed a voluntary petition in the Northern District of California for Chapter 11
bankruptcy  protection.   In  a  Form  8-K  released  July  11,  2001,  Wireless
WebConnect! stated that substantially all of the Company's revenue was generated
from the  reselling  of the  Ricochet  service.  Thus the  Metricom  Chapter  11
bankruptcy may  materially and adversely  affect the Company due to, among other
things, the inability of the Company to sign up new Ricochet subscribers and, in
the event Metricom is unable to emerge from Chapter 11  bankruptcy,  the loss of
current subscriber revenue.

         Company  management,  recognizing  the need to have  other  sources of
income,  began looking for other products and services to market and sell during
the second quarter.  One result of that is a trial marketing agreement signed in
the third quarter with AT&T Wireless  Services for wireless CDPD data  services.
CDPD at 19 kbps  operates  much slower than the Ricochet  system,  but currently
covers approximately 70% of the US population.  Wireless WebConnect!  expects to
start selling CDPD from AT&T in the third quarter of 2001.

         Another  result of the search for other  products and services was the
signing of an  agreement  early in the third  quarter with  Expertcity,  Inc. to
resell its GoToMyPC  software,  which enables a user anywhere on the Internet to
access and control, via a standard browser,  such as Internet Explorer, a remote
PC, such as one at the office while the user is at home.

         Although management continues to search for new products and services,
there is no assurance that the above efforts will generate sufficient revenue to
maintain the Company's current operational requirements.

         On August 8, 2001,  Metricom ceased operations of the Ricochet network
and on August 16, 2001, conducted an auction of its assets. The final outcome of
the auction of Metricom's  assets had not been  announced as of August 20, 2001.
It is not known, at this time,  whether Metricom's assets will be purchased as a
whole or in parts,  whether any  purchaser  of  Metricom's  assets will elect to
provide the type of wireless  network  services  provided by Metricom or whether
any such purchaser electing to provide wireless network services will permit the
Company to resell  those  services.  In the event that the  Company is unable to
find an alternative  source of revenues or to obtain  additional  capital in the
very near  future,  the  Company is  unlikely  to be able to meet its  financial
obligations  and  commitments  or to continue as a going business  concern.  The
likely  impact  on  the  Company's  business  and  financial  condition  of  the
termination of Metricom's  wireless  network services may require the Company to
seek protection from its creditors under the United States  Bankruptcy Code. Any
filing by the Company under the United States  Bankruptcy Code would likely seek
a liquidation of the Company.

Note 3.  Summary of Significant Accounting Policies

         Inventory - Inventory  consists of modems  (wireless  Internet  access
devices).  As a result of Metricom's  bankruptcy and the shut down of Metricom's
network  (see Note 2), the Company  recorded a  write-down  on  inventory of $.7
million during the three months ended June 30, 2001.

         Revenue  Recognition-Prior to July 2000 Wireless  WebConnect!  derived
commission  revenue from Metricom for the sale of Metricom's  wireless  Internet
services.  Commission  revenues  were  recognized  as  customer  contracts  were
delivered to Metricom. Effective July 2000, Wireless WebConnect! began reselling
wireless  Internet access devices and service.  Revenues and costs to the extent
of revenues from the sale of

                                       -9-

                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                   Three Months Ended March 31, 2001 and 2000

Note 3.  Summary of Significant Accounting Policies (continued)

devices and activation  fees are recognized over the estimated life of
the subscriber.  Service revenues subject to money back guarantee provisions are
deferred  until such  period  has  expired.  Prepaid  annual  services  fees are
initially  deferred and  recognized as revenue as the services are provided over
the related contract term. Management of the Company believes that the Company's
accounting   policies  comply  with  Staff  Accounting  Bulletin  101,  "Revenue
Recognition in Financial Statements."

         Income Taxes-As a partnership,  the partners of Wireless  WebConnect's
predecessor  were  taxed on  their  proportionate  share  of such  predecessor's
income.  Therefore, the provision or liability for federal or state income taxes
has been included only on a pro forma basis for the three months ended March 31,
2000, which was prior to the incorporation of Wireless WebConnect!  in May 2000.
Deferred tax assets and  liabilities,  if any, are recognized for the future tax
consequences attributable to differences between the carrying amount of existing
assets and  liabilities  for financial  reporting  purposes and amounts used for
income tax  purposes.  Deferred tax assets and  liabilities  are measured  using
enacted tax rates  expected  to apply to taxable  income in years in which those
temporary  differences  are expected to reverse.  The Company has fully reserved
all of its deferred tax assets  including NOL  carryforwards  at March 31, 2001,
due to future projected taxable losses.

         Basic and Diluted Net Income (Loss) Per Share-Basic earnings per share
is  computed  using the  weighted  average  number  of  shares  of Common  Stock
outstanding  and  excludes  any  dilutive  effects  of  options,   warrants  and
convertible securities. As Wireless WebConnect!  operated as a partnership prior
to June 2000,  the basic and diluted income (loss) per share amount is presented
on a pro forma  basis as if the Merger was  effective  January 1, 2000.  Diluted
earnings per share is the same as basic  earnings per share for the three months
ended March 31, 2001, due to the net loss.  Basic and diluted earnings per share
on a pro forma basis for the three months  ended March 31,  2000,  are each less
than $.01 per share.  As of March 31,  2001,  the Company had 4.1  million,  1.8
million and 1.3 of outstanding  options,  warrants and  convertible  securities,
respectively.

         Recent  Accounting   Pronouncements-In  June  1998,  the  FASB  issued
Statement of Financial  Accounting Standards No. 133, Accounting for Derivatives
and Hedging Activities ("SFAS 133"), which establishes  accounting and reporting
standards for derivative  instruments,  including certain derivative instruments
embedded in other contracts  (collectively  referred to as derivatives)  and for
hedging  activities.  SFAS 133, as amended, is effective for all fiscal quarters
of fiscal years  beginning  after June 15, 2000. The adoption of SFAS 133 had no
impact on the Company's Financial Statements.

         Statement  of  Financial   Accounting   Standards  No.  141,  Business
Combinations   ("SFAS   141"),   is  effective   July  1,  2001  and   prohibits
pooling-of-interests   accounting  for  acquisitions.   Statement  of  Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets ("SFAS 142"),
is effective  January 1, 2002 and specifies  that  goodwill and some  intangible
assets  will no longer be  amortized  but  instead  will be subject to  periodic
impairment testing.  The Company has not yet determined the effect adopting SFAS
142 will have on its financial statements.

                                      -10-

                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                   Three Months Ended March 31, 2001 and 2000

Note 4.  Long-Term Debt to Related Party

         Long-term  debt  to  related  party  consists  of  $2  million  of  7%
convertible  subordinated  notes, due 2004, net of unamortized debt discounts of
$.1 million.  The debt is payable to Banca del Gottardo,  a beneficial  owner of
approximately 13% of issued and outstanding Common Stock as of March 31, 2001.

Note 5.  Commitments and Contingencies

         The Company is  committed  to purchase  an  additional  $.8 million of
devices (modems) from two suppliers during the remainder of 2001.

Note 6.   Restatement

         Subsequent  to the filing of the  Company's  Form 10-Q for the quarter
ended March 31, 2001, management determined that a liability assumed as a result
of the Merger was inadvertently excluded from accounts payable. As a result, the
balance sheet at March 31, 2001 and the  statements of changes in  stockholders'
deficit  and cash  flows for the three  months  ended  March 31,  2001 have been
restated from amounts previously  reported.  The effect of the restatement is to
increase accounts payable and decrease additional paid in capital by $300,000 at
March 31, 2001.

                                      -11-

ITEM 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

         The following  discussion  of the  financial  condition and results of
operations  of the  Company  should be read in  conjunction  with the  Financial
Statements of the Company,  the Notes thereto and information included elsewhere
in this report.

Forward-Looking Statements - Cautionary Statements

         This Form 10-Q contains certain "forward-looking  statements" intended
to fall  within the  meaning of Section 27A of the  Securities  Act of 1933,  as
amended (the "Securities  Act"), and Section 21E of the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act").  Specifically,  all statements  other
than  statements  of  historical  facts  included in this report  regarding  the
Company's  financial  position,  business  strategy and plans and  objectives of
management of the Company for future operations are forward-looking  statements.
These  forward-looking  statements  are based on the  beliefs  of the  Company's
management,  as well as assumptions made by and information  currently available
to the Company's  management.  When used in this report, the words "anticipate,"
"believe,"  "estimate,"  "expect,"  "intend",  and words or  phrases  of similar
import,  as they relate to the Company or Company  management,  are  intended to
identify   forward-looking   statements.   Such  statements   (the   "cautionary
statements")  reflect the current  view of the  Company  with  respect to future
events  and are  subject  to risks,  uncertainties  and  assumptions  related to
various factors including,  without  limitation,  competitive  factors,  general
economic  conditions,  customer  relations,   relationships  with  vendors,  the
interest rate environment, governmental regulation and supervision, seasonality,
product introductions and acceptance,  technological change, changes in industry
practices and one-time events.  Although the Company believes that  expectations
are reasonable, it can give no assurance that such expectations will prove to be
correct.  Based upon changing conditions,  should any one or more of these risks
or  uncertainties  materialize,  or  should  any  underlying  assumptions  prove
incorrect,  actual results may vary materially  from those  described  herein as
anticipated,  believed,  estimated, expected or intended. All subsequent written
and oral  forward-looking  statements  attributable  to the  Company  or persons
acting on its behalf are expressly qualified in their entirety by the applicable
cautionary  statements.  The Company's future operating results are subject to a
number of risks and uncertainties.

Overview

         The  Company's  revenue  is  primarily  generated  from  the  sales of
wireless  devices  (modems)  and the  resale  of  wireless  subscriber  services
provided by  Metricom,  Inc.  Prior to the launch of  Metricom's  Ricochet  128k
wireless Internet service ("R2") in July 2000,  Wireless  WebConnect!'s  revenue
was  generated  primarily  from  commissions  paid for  subscribers  acquired by
Wireless  WebConnect!  for  Metricom's  28.8 kbps ("R1")  service.  This revenue
accounted for 100% of Wireless  WebConnect!'s  revenue in the three months ended
March 31, 2000. Upon the  introduction of the R2 service  offering from Metricom
in July 2000,  Wireless  WebConnect!  entered into an agreement with Metricom to
become a non-exclusive  national  wireless  Internet service  provider/reseller,
wherein  the  Company  provides  comprehensive  customer  interface  and support
including subscription services, modem sales and technical support.

         The Company's  revenues and expenses have changed with the R2 offering
due to the  change  in its  relationship  with  Metricom.  Previously,  Wireless
WebConnect! was a reseller and marketing agent for Metricom's 28.8 kbps Ricochet
service ("R1"),  signing up customers owned and serviced by Metricom.  Under the
new structure  (R1 base or R2), the Company is the service  provider and has the
primary customer relationship. As a result, it earns the monthly service fee for
Internet  service  and  incurs  additional  expenses  in the form of  marketing,
personnel  costs,  overhead and payments to Metricom for providing access to its
network for the Company's customers. The compensation  arrangements under the R1
exclusive  agreement are

                                      -12-

based upon the number of subscribers,  and there are no
minimum  commitment  levels  that the  Company  must meet  under the  agreement.
Generally,  the Company bills each R2 subscriber a flat rate and pays Metricom a
specific  amount  per  subscriber  per  month.  Additionally,  the  Company  has
increased its territory  from three markets to fifteen  markets,  and intends to
deliver  service in all existing and planned  markets as soon as construction is
completed and each market  network is activated.  Revenues also increased due to
the  revenue  generated  from modem  sales.  Wireless  WebConnect!  discontinued
selling  Ricochet  28.8 kbps in early 2000 in  preparation  for the R2  service.
Metricom started transitioning its 28.8 kbps (R1) customers to the Company on an
exclusive  basis for  service  delivery  and  ownership  in  January  2001.  The
arrangement  does not allow for new  subscribers  to the 28.8 kbps service,  but
rather,  only a continuation of the 28.8 kbps service to existing  customers who
do not choose to upgrade to the R2 service.

         Generally, the Company's R2 offering enables it's customers to receive
128k or better mobile  wireless  Internet  service with  unlimited  usage and no
roaming  charges for $74.95 per month.  Both of the R1 and R2 offerings  include
full Internet  access and email  equivalent to full desktop  service but with no
phone lines or other wired access  within the entire  network  coverage  area or
within the subscribers  home area if the local plan option is available.  Annual
rates  provide  a free  month of  service  with no  activation  fee when paid in
advance.  In July  2001,  the  Company  discontinued  offering  pre-paid  annual
subscriptions  and currently only offer  subscriptions  based on monthly service
contracts.  Monthly  subscribers  pay the monthly fee with a $30 activation fee.
All customers are given a 30-day money back  guarantee  excluding the activation
fee. Additionally,  all customers have the option to purchase the wireless modem
of their choice with prices ranging from $99 to $299.

         The Company's  subscriber  acquisition  costs consist primarily of the
establishment  and  running  of sales  offices,  call  centers,  marketing,  and
management expenses.  Modem devices are purchased from third party manufacturers
and there may be a need to subsidize  the sale of these  devices to customers in
order to stay  competitive.  The Company's  delivery  expenses include technical
delivery and support personnel,  equipment and maintenance,  bandwidth, systems,
automation and content  development and the management of these activities.  The
Company's general and administrative  expenses consist primarily of compensation
and related costs for general  corporate,  business  development  and technology
development personnel, along with rent and other related costs.

Recent Developments

         On July 2, 2001, Metricom, owner and operator of the Ricochet network,
filed a voluntary petition in the Northern District of California for Chapter 11
bankruptcy  protection.   In  a  Form  8-K  released  July  11,  2001,  Wireless
WebConnect! stated that substantially all of the Company's revenue was generated
from the  reselling  of the  Ricochet  service.  Thus the  Metricom  Chapter  11
bankruptcy may  materially and adversely  affect the Company due to, among other
things, the inability of the Company to sign up new Ricochet subscribers and, in
the event Metricom is unable to emerge from Chapter 11  bankruptcy,  the loss of
current subscriber revenue.

         Company  management,  recognizing  the need to have  other  sources of
income,  began looking for other products and services to market and sell during
the second quarter.  One result of that is a trial marketing agreement signed in
the third quarter with AT&T Wireless  Services for wireless CDPD data  services.
CDPD at 19 kbps  operates  much slower than the Ricochet  system,  but currently
covers approximately 70% of the US population.  Wireless WebConnect!  expects to
start selling CDPD from AT&T in the third quarter of 2001.

         Another  result of the search for other  products and services was the
signing of an  agreement  early in the third  quarter with  Expertcity,  Inc. to
resell its GoToMyPC  software,  which enables a user anywhere on the Internet to
access and control, via a standard browser,  such as Internet Explorer, a remote
PC, such as one at the

                                      -13-

office while the user is at home.

         Although management continues to search for new products and services,
there is no assurance that the above efforts will generate sufficient revenue to
maintain the Company's current operational requirements.

         On August 8, 2001,  Metricom ceased operations of the Ricochet network
and on August 16, 2001, conducted an auction of its assets. The final outcome of
the auction of Metricom's  assets had not been  announced as of August 20, 2001.
It is not known, at this time,  whether Metricom's assets will be purchased as a
whole or in parts,  whether any  purchaser  of  Metricom's  assets will elect to
provide the type of wireless  network  services  provided by Metricom or whether
any such purchaser electing to provide wireless network services will permit the
Company to resell  those  services.  In the event that the  Company is unable to
find an alternative  source of revenues or to obtain  additional  capital in the
very near  future,  the  Company is  unlikely  to be able to meet its  financial
obligations  and  commitments  or to continue as a going business  concern.  The
likely  impact  on  the  Company's  business  and  financial  condition  of  the
termination of Metricom's  wireless  network services may require the Company to
seek protection from its creditors under the United States  Bankruptcy Code. Any
filing by the Company under the United States  Bankruptcy Code would likely seek
a liquidation of the Company.

Results of Operations

Commissions  and related  revenue.  Commissions and related revenue of
$.3 million for the three months ended March 31,  2000,  represents  commissions
earned from Metricom for the delivery of new  customers to  Metricom's  Ricochet
28.8 kbps service. Wireless WebConnect!  discontinued selling Ricochet 28.8 kbps
service in early 2000 with the  introduction  of the R2  service  offering  from
Metricom in July 2000.

         The difference  between  commissions  and related revenue and services
revenue is that  commissions  and related  revenue were one time  commission and
related  payments from  Metricom.  Service  revenues are service fees charged to
customers by Wireless WebConnect! for wireless Internet access service. Wireless
WebConnect! purchases the service from Metricom for resale to its customers.

Services  revenue.  Services  revenue of $2.3 million for the three months
ended March 31, 2001  represents  fees earned from customers for the wireless
Internet access  service.  Fees are collected from customers for monthly or
annual service and are recognized as services  revenue ratably over the service
period.  As of March 31, 2001, the Company had approximately 15,200 customers
to whom it resold service.

 Equipment  revenue.  Equipment  revenue of $1.6 million for the three months
ended March 31, 2001,  represents the sale of wireless modems to new customers.

Cost  of  services  and  equipment  revenue.  Costs  of  services  and
equipment  revenue of $3.3  million  for the three  months  ended March 31, 2001
represents, primarily, costs for wireless modems purchased from Metricom and two
other  vendors and fees to provide the service.  Fees to provide the service are
primarily  fees paid to  Metricom  for access to the  wireless  network but also
include  costs for an Internet  service  provider and technical  support  costs.
Wireless  WebConnect!  did not have  equipment  costs for the three months ended
March 31, 2000, as revenues were restricted to commissions only.

Other revenue. Other revenue of $.1 million for the three months ended
March 31, 2001 represents  primarily  one-time,  non-refundable  activation fees
charged to new customers for monthly service.

Selling,  general  and  administrative.   Selling,  general  and  administrative
("SG&A") expenses increased

                                      -14-

from $.2 million for the three months
ended March 31, 2000 to $1.5  million for the three months ended March 31, 2001.
The increase relates  primarily to the costs  associated with the  establishment
and running of sales offices and call centers and management expenses related to
providing comprehensive customer interface and support services.

Liquidity and Capital Resources

         Since  Wireless  WebConnect!'s  inception,  Wireless  WebConnect!  has
financed its operations solely through revenue  generated by the business.  Cash
provided by  operations  was $.2 million  for the three  months  ended March 31,
2000,  compared to cash used in  operations  of $.5 million for the three months
ended March 31, 2001. The $.9 million growth in accounts  receivable and the $.7
million in inventory purchases accounted for the majority of the use of cash for
the three months  ended March 31, 2001.  The deferral of $1.3 million in revenue
at March  31,  2001,  primarily  generated  from the sale of  annual  subscriber
contracts,  offset cash used in operations. The Company expects deferred revenue
to grow as the  subscriber  base grows and the average life of the subscriber is
extended.

         Management  of the Company  expects to incur capital  expenditures  of
approximately  $.8  million  during  the  remainder  of 2001  for  purchases  of
equipment and systems. These capital expenditures and operating expenses for the
remainder  of 2001  are  expected  to be  funded  through  cash on hand and cash
generated by  operations.  Cash on hand at March 31, 2001,  includes $.7 million
cash acquired in the Merger.

         At June 30, 2001, the Company had cash of $2.1 million.  The events in
connection  with the  bankruptcy  proceedings of Metricom may have a significant
negative  impact  on the  Company's  liquidity.  As a result of the shut down of
Metricom's  network,  customers  of the  Company who have  prepaid for  services
(deferred  revenue at June 30, 2001 was $4.1 million) may demand a refund if the
Company  is  unable  to  transition  the  customers  to an  alternative  service
acceptable to the customers. (See "Recent Developments")

         The  successful  expansion of the business  into  emerging  markets is
dependent on the Company's ability to fund operations  internally and/or procure
adequate  external  financing in a timely basis.  Currently,  the Company has no
other  external  sources  of  working  capital  funds.  If  Company's  plans  or
assumptions  change or are  inaccurate,  the  Company  may be  required  to seek
additional  capital  or seek  capital  sooner  than  anticipated.  In the  event
additional  financing  is  not  available,  the  Company  will  be  required  to
significantly reduce its expenses and/or retract its expansion plans.

                                      -15-

ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk

         The  Company has no market risk  exposure  related to interest  rates,
derivative financial instruments or foreign currency.

                                      -16-

                                     PART II

Item 1.  Legal Proceedings.

         The Company is subject to ordinary legal proceedings incidental to and
arising  in  the  normal  course  of its  business.  It is  the  opinion  of the
management  of the Company that the ultimate  disposition  of these  proceedings
will not have a material adverse effect on the Company's  financial  position or
results of operations.

Item 2.  Changes in Securities and Use of Proceeds.

Recent Sales of Unregistered Securities.

         As part  of the  Merger,  the  six  former  shareholders  of  Wireless
WebConnect!  were issued an aggregate of 21,803,148 shares of Common Stock. Each
of such former shareholders is an accredited investor.  Such issuances were made
in  reliance  upon  an  exemption  from  the  registration  requirements  of the
Securities  Act of 1933,  as amended,  contained  in Section  4.2  thereof  (the
"Section 4.2 Exemption").

         On February 15,  2001,  the Company  agreed to issue to Matt  Feshbach
options to purchase  5,000 shares of Common Stock,  at an exercise price of $.40
per share, and with a one-year exercise period. Mr. Feshbach previously provided
advisory  services  to  Wireless  WebConnect!.  Mr.  Feshbach  is an  accredited
investor. Such issuance was made in reliance upon the Section 4.2 Exemption.

                                      -17

Item 4.  Submission of Matters to A Vote of Security Holders.

         On  March  15,  2001,   the  Company   held  its  Annual   Meeting  of
Stockholders.  The following matters,  through the solicitation of proxies, were
voted upon by the Company's stockholders at the meeting:

         o The  approval of the issuance of  21,803,148  shares of Common Stock
           pursuant  to an  Agreement  and Plan of  Merger,  as  amended,  by
           and among the Company,  Wireless  WebConnect!,  Inc.,  and a
           wholly-owned  subsidiary  of the Company (the "Issuance");

         o A proposal to amend the Company's  certificate of  incorporation  to
           change the Company's name to Wireless WebConnect!, Inc. (the
           "Name Change");

          o A proposal to amend the Company's  certificate of  incorporation  to
            increase  the number of  authorized  shares of Common Stock to
            60,000,000  (the "Increase");

          o A proposal to amend the Company's 1991 Stock Option Plan to increase
            the aggregate  shares of Common Stock  authorized for issuance
            thereunder  from 2,254,400 to 9,495,000,  to modify the terms of
            options  issuable to nonemployee directors, and to extend the
            term of the plan to 2010 (the "Plan Increase"); and

          o The  election  of  eight  members  of the  board of  directors  (the
            "Election").

Each of the matters voted upon were approved by the Company's stockholders, as follows:

                                                 Votes Against                                Broker
                                                 -------------                                ------
                               Votes For          or Withheld          Abstentions           Non-Votes
                               ---------          -----------          -----------           ---------

The Issuance                       6,710,512               58,002                7,432           0
The Name Change                    6,744,860               24,021                7,065          N/A
The Increase                       6,698,836               62,420               14,690          N/A
The Plan Increase                  6,324,423              434,655               16,868           0

The Election

     William O. Hunt               6,431,267        344,679                N/A                  N/A
     John McDonald                 6,431,267        344,679                N/A                  N/A
     G. T. Finn                    6,431,267        344,679                N/A                  N/A
     Richard Bishop                6,431,267        344,679                N/A                  N/A
     Neil Byrne                    6,431,267        344,679                N/A                  N/A
     Michael Campbell              6,431,267        344,679                N/A                  N/A
     Richard Dahlson               6,431,267        344,679                N/A                  N/A
     Steven Hayes                  6,431,267        344,679                N/A                  N/A

                                      -18-

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits.

         The following exhibits are filed as a part of this Quarterly Report on
         Form 10-Q.

        (e)2.1 Agreement and Plan of Merger by and between the Company , WWC
               Acquisition, Inc. and Wireless WebConnect!, Inc. dated
               August 29, 2000.
        (a)3.1 Certificate of Incorporation of the Company and all amendments
               thereto through December 31, 1992.
        (c)3.2 Amendment to Certificate of Incorporation raising the authorized
               common stock from 10,000,000 shares to 50,000,000 shares.
        (d)3.3 Amendment to Certificate of Incorporation lowering the authorized
               common stock from 50,000,000 shares to 20,000,000 shares.
        (b)3.4 Bylaws of the Company, as amended.
        (a)4.1 Specimen certificate for Common Stock of the Company.
       (e)10.1 Intellicall, Inc. 1991 Stock Option Plan

         ++3.5 Articles of Amendment of the Certificate of Incorporation of
               Intellicall, Inc. changing the name to Wireless WebConnect!, Inc.
               and raising the total number of authorized shares to 61,000,000
               (60,000,000 million shares of common stock and 1,000,000 shares
               of preferred stock).

-----------

++       herewith filed.

(a)      Incorporated by reference from the Company's Form S-1 filed
         August 28, 1987, file no. 33-15723.

(b)      Incorporated  by  reference  from the  Company's  Annual  Report on
         Form 10-K for the  fiscal  year  ended December 31, 1991.

(c)      Incorporated  by  reference  from the  Company's  Annual  Report on
         Form 10-K for the  fiscal  year  ended December 31, 1993.

(d)      Incorporated  by  reference  from the  Company's  Annual  Report on
         Form 10-K for the  fiscal  year  ended December 31, 1995.

(e)      Incorporated  by  reference  from the  Company's  Definitive  Proxy
         Statement  filed on Form  DEFM14A  on February 14, 2001.

(b)      Reports on Form 8-K:

         On April 3, 2001,  the Company  filed a report on Form 8-K dated March
30, 2001,  which announced the changes in control of Intellicall and the related
acquisition  of net assets in  connection  with the  consummation  of the Merger
between Intellicall and Wireless WebConnect!.

         On July 12, 2001, the Company filed a report on Form 8-K dated July 2,
2001, which announced that its strategic partner, Metricom, Inc., announced that
it had filed for  Chapter 11  bankruptcy  protection.  Substantially  all of the
Company's  revenues are  generated  from billings to  subscribers  of Metricom's
Ricochet services.

                                      -19-

Signatures

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

                                      WIRELESS WEBCONNECT!, INC.

                            /s/ G.T. Finn
                            ---------------------------------------------------
                                G. T. Finn
                                President
                                (Principal Executive Officer)

                            /s/ Sandra T. Everett
                            ---------------------------------------------------
                                Sandra T. Everett
                                Interim Chief Financial Officer
                                (Principal Financial Officer and
                                Principal Accounting Officer)

Date:   August 20, 2001

                                      -20-

                                INDEX TO EXHIBITS

       EXHIBIT
        NUMBER DESCRIPTION
        ------ -----------

     2.1       Agreement and Plan of Merger by and between the Company , WWC
               Acquisition, Inc. and Wireless WebConnect!, Inc. dated
               August 29, 2000.
     3.1       Certificate of Incorporation of the Company and all amendments
               thereto through December 31, 1992.
     3.2       Amendment to Certificate of Incorporation raising the authorized
               common stock from 10,000,000 shares to 50,000,000 shares.
     3.3       Amendment to Certificate of Incorporation lowering the authorized
               common stock from 50,000,000 shares to 20,000,000 shares.
     3.4       Bylaws of the Company, as amended.
     3.5       Articles of Amendment of the Certificate of Incorporation of
               Intellicall, Inc. changing the name to Wireless WebConnect!, Inc.
               and raising the total number of authorized shares to 61,000,000
               (60,000,000 million shares of common stock and 1,000,000 shares
               of preferred stock).
     4.1       Specimen certificate for Common Stock of the Company.
    10.1       Intellicall, Inc. 1991 Stock Option Plan

                                      -21-
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