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


                                    FORM 10-Q

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

                For the quarterly period ended September 30, 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                           (I.R.S. Employer
 of incorporation or organization)                    Identification number)



                               620 Lakeview Road
                              Clearwater, FL 33756
                              --------------------

                    (Address of Principal Executive Offices)

                                 (727) 445-1500
              (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                                       November 14, 2001
  ---------------------------                           -----------------
  Common Stock $.01 par value                              35,386,459


<PAGE>


INDEX

WIRELESS WEBCONNECT!, INC.

Part I.  Financial Information

     Item 1.      Financial Statements

                  Balance Sheets at September 30, 2001
                   (Unaudited) and December 31, 2000......................     2

                  Statements of Operations (Unaudited) for the three months
                   ended September 30, 2001 and 2000......................     3

                  Statements of Operations (Unaudited) for the nine months
                   ended September 30, 2001 and 2000......................     4

                  Statement of Stockholders' Deficit for the nine months
                  ended September 30, 2001 (Unaudited)....................     5

                  Statements of Cash Flows (Unaudited) for the nine months
                   ended September 30, 2001 and 2000......................     6

                  Notes to Financial Statements (Unaudited) ..............     7


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

     Item 3.      Quantitative and Qualitative Disclosures
                  About Market Risk ......................................    18


Part II.          Other Information

     Item 1.      Legal Proceedings ......................................    19

     Item 2.      Changes in Securities and Use of Proceeds...............    19

     Item 4.      Submission of Matters to a Vote
                  of Security Holders.....................................    19

     Item 6.      Exhibits and Reports on Form 8-K........................    21

     Signatures   ........................................................    22




                                       1
<PAGE>



                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                                 Balance Sheets
                    September 30, 2001 and December 31, 2000
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                              September 30,     December 31,
                                                                                                  2001              2000
                                                                                                  ----              ----
                                                                                               (Unaudited)
<S>                                                                                           <C>                <C>
                                       ASSETS
Current assets:
  Cash ....................................................................................   $  1,097           $  1,532
  Accounts receivable, net of allowance for doubtful accounts
     of $1,159 and $131, respectively .....................................................       --                  640
  Inventory, net ..........................................................................         34                205
  Prepaid expenses and other current assets ...............................................         68                 92
                                                                                              --------           --------
       Total current assets ...............................................................      1,199              2,469

Property and equipment, net ...............................................................        246                124
Other assets ..............................................................................        392                 14
                                                                                              --------           --------
       Total assets .......................................................................   $  1,837           $  2,607
                                                                                              ========           ========


                        LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable ........................................................................   $  5,317           $    518
  Accrued expenses ........................................................................        478                640
  Customer liabilities ....................................................................      3,124              1,929
  Note payable ............................................................................       --                  750
  Other current liabilities ...............................................................        163               --
                                                                                              --------           --------

       Total current liabilities ..........................................................      9,082              3,837
  Long-term debt to related party .........................................................      1,910               --
  Other long-term liabilities .............................................................        250               --
                                                                                              --------           --------
       Total liabilities ..................................................................     11,242              3,837
                                                                                              --------           --------

Commitments and contingencies (Note 4) Stockholders' equity (deficit):
  Common stock, $.01 par value; 60,000,000 shares authorized;
   35,386,459 shares issued and outstanding at September 30, 2001;
   10,000    shares authorized, issued and outstanding, no par value,
   at December 31, 2000 ...................................................................        354               --
  Additional paid-in capital ..............................................................      1,074                374
  Less common stock in treasury, at cost, 74,908 shares ...................................       (318)              --
  Accumulated deficit .....................................................................    (10,515)            (1,604)
                                                                                              --------           --------
       Total stockholders' deficit ........................................................     (9,405)            (1,230)
                                                                                              --------           --------
       Total liabilities and stockholders' deficit ........................................   $  1,837           $  2,607
                                                                                              ========           ========

</TABLE>

               See accompanying notes to the financial statements


                                       2
<PAGE>




                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                            Statements of Operations
                 Three Months Ended September 30, 2001 and 2000
                                   (Unaudited)
                            (in thousands, except per
                                 share amounts)
<TABLE>
<CAPTION>

                                                                                       September 30,
                                                                                  2001              2000
                                                                                  ----              ----
<S>                                                                             <C>               <C>
Revenue:
  Commissions and related............................................           $   --            $   --
  Services...........................................................              1,951               170
  Equipment..........................................................                104               207
  Other..............................................................                 26                 1
                                                                                --------          --------
     Total revenues..................................................              2,081               378
                                                                                --------          --------

Operating expenses:
  Cost of services and equipment revenues............................              1,683               414
  Selling, general and administrative................................              2,082               450
  Bad debt expense...................................................                552              --
  Inventory write-down...............................................              1,706              --
                                                                                --------          --------
     Total operating expenses........................................              6,023               864
                                                                                --------          --------

Operating loss.......................................................             (3,942)             (486)
                                                                                --------          --------

Other income (expense):
  Interest income....................................................                 15              --
  Interest expense...................................................                (51)             --
  Other income (expense), net........................................               (497)             --
                                                                                --------          --------
     Total other income (expense)....................................               (533)             --
                                                                                --------          --------

Loss before income taxes.............................................             (4,475)             (486)

Income tax benefit...................................................               --                 182
                                                                                ---------         --------        ---

Net loss.............................................................           $(4,475)          $   (304)
                                                                                ========          ========

Pro forma income tax benefit.........................................                                  165
                                                                                                  --------
Pro forma net loss  .................................................                             $   (321)
                                                                                                  ========

Net loss per share--basic and diluted  ..............................           $   (.13)
                                                                                ========

Weighted average shares outstanding--basic and diluted................            35,386
                                                                                ========

Proforma net loss per share - basic and diluted......................                             $   (.01)
                                                                                                  ========

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

</TABLE>

               See accompanying notes to the financial statements

                                       3
<PAGE>

                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                            Statements of Operations
                  Nine Months Ended September 30, 2001 and 2000
                                   (Unaudited)
                            (in thousands, except per
                                 share amounts)
<TABLE>
<CAPTION>

                                                                                       September 30,
                                                                                  2001              2000
                                                                                  ----              ----
<S>                                                                             <C>               <C>
Revenue:
  Commissions and related............................................           $   --            $    706
  Services...........................................................              8,070               204
  Equipment..........................................................              3,844               207
  Other..............................................................                417                 1
                                                                                --------          --------
     Total revenues..................................................             12,331             1,118
                                                                                --------          --------

Operating expenses:
  Cost of services and equipment revenues............................              9,817               443
  Selling, general and administrative................................              6,345               929
  Bad debt expense...................................................              1,154              --
  Inventory write-down...............................................              2,406              --
                                                                                --------          --------
     Total operating expenses........................................             19,722             1,372
                                                                                --------          --------

Operating loss.......................................................             (7,391)             (254)
                                                                                --------          --------

Other income (expense):
  Interest income....................................................                 63              --
  Interest expense...................................................               (100)             --
  Other income (expense), net........................................               (897)             --
  Impairment loss on assets held for sale............................               (586)             --
                                                                                --------          --------     --
     Total other income (expense)....................................             (1,520)             --
                                                                                --------          --------     --

Loss before income taxes.............................................             (8,911)             (254)

Income tax benefit...................................................                --                169
                                                                                --------          --------       ---

Net loss.............................................................           $ (8,911)         $    (85)
                                                                                ========          ========

Pro forma income tax benefit.........................................                                   86
                                                                                                  --------      --
Pro forma net loss  .................................................                             $   (168)
                                                                                                  ========

Net loss per share--basic and diluted  ..............................           $   (.25)
                                                                                ========

Weighted average shares outstanding--basic and diluted................            35,386
                                                                                ========

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

Proforma weighted average shares outstanding - basic and diluted.....                               34,886
                                                                                                  ========
</TABLE>

               See accompanying notes to the financial statements

                                       4
<PAGE>

                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                 Statements of Changes in Stockholders' Deficit
                      Nine Months Ended September 30, 2001
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                 Common Stock        Paid-In       Treasury Stock      Retained
                                 ------------        -------       --------------      --------
                               Shares     Amount     Capital     Shares    Amount      Deficit      Total
                               ------     ------     -------     ------    ------      -------      -----
<S>                          <C>         <C>        <C>        <C>        <C>         <C>         <C>

Balance at January 1, 2001         10    $   --     $    374       --     $   --      $ (1,604)   $ (1,230)

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

     Issuance of new
  shares .................     21,803         218        466       --         --          --           684

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

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

   Issuance of new shares         500           5        167       --         --          --           172

  Net loss ...............       --          --         --         --         --        (8,911)     (8,911)
                             --------    --------   --------   --------   --------    --------    --------

Balance at September 30,
  2001 ...................     35,386    $    354   $  1,074         75   $   (318)   $(10,515)   $ (9,405)
                             ========    ========   ========   ========   ========    ========    ========

</TABLE>

               See accompanying notes to the financial statements




                                       5
<PAGE>



                           Wireless Webconnect!, Inc.
                      (Formerly Known As Intellicall, Inc.)
                            Statements of Cash Flows
                  Nine Months Ended September 30, 2001 and 2000
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                            September 30,
                                                                          2001        2000
                                                                          ----        ----
<S>                                                                     <C>        <C>
Operating activities:
  Net loss ..........................................................   $(8,911)   $   (85)
  Adjustments to reconcile net loss to net cash provided by (used in)
  operating activities:
    Depreciation ....................................................        40         12
    Deferred tax benefit ............................................      --         (169)
    Provision for doubtful accounts .................................     1,154       --
    Inventory write-down ............................................     2,406       --
    Impairment loss on assets held for sale .........................       586       --
    Stock issued in exchange for professional services ..............       172       --
    Merger costs - amendments to warrants ...........................        67       --
  Changes in operating assets and liabilities:
    Accounts receivable .............................................      (127)        92
    Inventory .......................................................    (2,222)      --
    Prepaid expenses and other current assets .......................       120          2
    Other assets ....................................................        97       --
    Accounts payable and accrued expenses ...........................     3,594        408
    Customer liabilities ............................................     1,195        420
    Other long-term liabilities .....................................       250       --
                                                                        -------    -------
  Net cash provided by (used in) operating activities ...............    (1,579)       680
                                                                        -------    -------
Investing activities:
  Additions to property and equipment ...............................      (162)        (3)
  Proceeds from the sale of assets ..................................       350       --
  Cash acquired in merger ...........................................       706       --
                                                                        -------    -------
  Net cash provided by (used in) investing activities ...............       894         (3)
                                                                        -------    -------

Financing activities:
  Distributions to partners .........................................      --          (44)
  Proceeds from note payable ........................................       250        250
                                                                        -------    -------
   Net cash provided by financing activities ........................       250        206
                                                                        -------    -------

Net increase (decrease) in cash .....................................      (435)       883

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

Cash, end of period .................................................   $ 1,097    $   928
                                                                        =======    =======

Non-cash transactions:
  Issuance of stock to affect the merger (net of cash acquired) .....   $  (209)   $  --
                                                                        =======    =======
</TABLE>

               See accompanying notes to the financial statements



                                       6
<PAGE>



                            Wireless WebConnect! Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                  Nine Months Ended September 30, 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 Report on Form 8-K for the year ended December 31,
2000 filed with the Securities and Exchange Commission in May 2001.


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."


                                       7
<PAGE>

                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                  Nine Months Ended September 30, 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.

         Assets held for sale represented inventory and fixed assets associated
with Intellicall's payphone business operations and were 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 on assets held
for sale of $.6 million during the three months ended June 30, 2001. The Company
disposed of Intellicall's remaining payphone business operations in August 2001.

         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 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
                                                                      =====

                                       8
<PAGE>


                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                  Nine Months Ended September 30, 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.

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  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.  See Note 2.

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 and on August 8, 2001,  ceased  operations of
the Ricochet  network.  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  and network  shutdown has  materially  and adversely
affected the Company due to,  among  other  things,  the  inability  of the
Company to sign up new  Ricochet  subscribers  and,  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.  In late September 2001 the Company began  marketing and
selling  Anywhere  WebConnect!,  a non-roaming Cellular Digital Packet Data
(CDPD) service plan provided by Verizon Communications  (Verizon).  CDPD, at 19
kbps, operates much slower than the Ricochet system,  but currently covers
approximately 70% of the US population.  The Company bills each subscriber
a flat rate and pays Verizon a specific amount per subscriber per month.


                                       9
<PAGE>


                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                  Nine Months Ended September 30, 2001 and 2000


Note 2.  Liquidity and Capital Resources (continued)

         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.

         In October 2001, the Company filed a claim in the Metricom bankruptcy
filing for lost revenues. The claim, although significant, is not expected to
result in a material cash settlement. However, it may result in the forgiveness
of liabilities owed to Metricom by the Company. Included in accounts payable and
accrued expenses as of September 30, 2001 are amounts payable to
Metricom totaling $3.6 million.

         At September 30, 2001, the Company had cash of $1.1 million. The events
in connection with the bankruptcy proceedings of Metricom may continue to 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 (customer liabilities at September 30, 2001 were $3.1 million) may
demand a refund if the Company is unable to transition the customers to an
alternative service acceptable to the customers.

         On November 2, 2001, Ricochet Networks, Inc., a newly formed subsidiary
of Aerie Networks, Inc. ("Aerie"), purchased the assets and intellectual
property of the Ricochet wireless broadband network from Metricom. It is not
known, at this time, whether Aerie will elect to provide the type of wireless
network services provided by Metricom or whether Aerie will permit the Company
to resell those services. In the event that the Company is unable to find
significant alternative sources of revenue 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 is that the Company may be
required 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 $1.7
million and $2.4 million during the three months and nine months ended September
30, 2001, respectively.



                                       10
<PAGE>



                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                  Nine Months Ended September 30, 2001 and 2000


Note 3.  Summary of Significant Accounting Policies (continued)

         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 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
service 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 nine months ended September
30, 2000, a portion of which period 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 September 30, 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 and
nine months ended September 30, 2001, due to the net loss. Basic and diluted
earnings per share on a pro forma basis for the nine months ended September 30,
2000, are each less than $.01 per share. As of September 30, 2001, the Company
had 3.3 million, 1.8 million and 1.3 million 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.




                                       11
<PAGE>


                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                  Nine Months Ended September 30, 2001 and 2000

Note 3.  Summary of Significant Accounting Policies (continued)

         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.

         In August 2001, the Financial Accounting Standards Board issued
Statement of Financial Standards No. 144 ("SFAS 144"), "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS retains the fundamental
provisions of generally accepted accounting principles with respect to the
recognition and measurement of long-lived asset impairment contained in
Statement of Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting
for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
Of." However, SFAS 144 provides new guidance intended to address certain
significant implementation issues associated with SFAS 121, including expanded
guidance with respect to appropriate cash flows to be used to determine whether
recognition of any long-lived asset impairment is required, and, if required,
how to measure the impairment. SFAS 144 is effective for financial statements
issued for fiscal years beginning after December 15, 2001, and interim periods
within those fiscal years. The Company does not believe that adoption of SFAS
144 will have a material impact on its financial position, results of operations
or cash flows.

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 the issued and outstanding Common Stock as of September 30,
2001.

Note 5.  Other Long-Term Liabilities

         Other long-term liabilities consist of a $250,000 note payable for a
contract termination fee. The principal amount of the note is due November 2,
2002.




                                       12
<PAGE>


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 currently provides high-speed wireless data solutions and
its revenue is generated as a wireless Internet service provider selling
services and wireless modems. Wireless WebConnect! began selling wireless data
services in July 1995. Since its inception, it has internally funded its
activity of acquiring wireless Internet service subscribers. The Company's plan
is to continue to expand its customer base by identifying and providing
additional cutting edge wireless services throughout the United States. With the
introduction of additional wireless service offerings in major United States
markets, the Company expects to incur significant operating losses for at least
the next several quarters. Its profitability will be dependent on growing its
customer base for existing and new wireless data services offerings.

         Prior to the shutdown of the Ricochet network (see Recent
Developments), the Company generated nearly all its revenue from the resale of
wireless data services provided by Metricom, Inc. and the sales of wireless
devices (modems) manufactured by Metricom, Sierra Wireless and Novatel Wireless.
Prior to the launch of Metricom's Ricochet 128k wireless Internet service in
July 2000, Wireless WebConnect!'s generated its revenue primarily from
commissions paid by Metricom for subscribers acquired by the Company for
Metricom's earlier 28.8 kbps service. 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 provided comprehensive
customer support including sales, activation, and technical support.



                                       13
<PAGE>

         The Company charged subscribers monthly service fees for wireless
high-speed Internet access and incurred sales, marketing, personnel, general
administrative and overhead costs as well as fees to Metricom for access to its
wireless network for each subscriber. The Company billed each subscriber a flat
rate and paid Metricom a specific amount per subscriber per month. The Company's
128 kbps service enabled subscribers to receive 128k or better mobile wireless
Internet service with unlimited usage and no roaming charges for $74.95 per
month or promotional pricing as occasionally offered. Monthly subscribers paid
the monthly fee with a $30 activation fee. All customers are were given a 30-day
money back guarantee excluding the activation fee. Additionally, all customers
had 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, hardware,
systems development and management. 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.

         After Metricom filed bankruptcy in July 2001, the Company implemented
certain cost cutting strategies. In addition to an approximately 66% reduction
in its work force, the Company consolidated offices by relocating its corporate
office from Dallas, Texas to Clearwater, Florida. Additionally, certain sales
offices were closed.


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 and on August 8, 2001, ceased operations of the Ricochet
network. 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 and network
shutdown has materially and adversely affected the Company due to, among other
things, the inability of the Company to sign up new Ricochet subscribers and,
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. In late September 2001 the Company began marketing and
selling Anywhere WebConnect!, a non-roaming Cellular Digital Packet Data (CDPD)
service plan provided by Verizon Communications (Verizon). CDPD, at 19 kbps,
operates much slower than the Ricochet system, but currently covers
approximately 70% of the US population. The Company bills each subscriber a flat
rate and pays Verizon a specific amount per subscriber per month.


         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.



                                       14
<PAGE>

         In October 2001, the Company filed a claim in the Metricom bankruptcy
filing for lost revenues. The claim, although significant, is not expected to
result in a material cash settlement. However, it may result in the forgiveness
of liabilities owed to Metricom by the Company. Included in accounts payable and
accrued expenses as of September 30, 2001 are amounts payable to
Metricom totaling $3.6 million.

         At September 30, 2001, the Company had cash of $1.1 million. The events
in connection with the bankruptcy proceedings of Metricom may continue to 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 (customer liabilities at September 30, 2001 were $3.1 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")

         On November 2, 2001, Ricochet Networks, Inc., a newly formed subsidiary
of Aerie Networks, Inc. ("Aerie"), purchased the assets and intellectual
property of the Ricochet wireless broadband network from Metricom. It is not
known, at this time, whether Aerie will elect to provide the type of wireless
network services provided by Metricom or whether Aerie will permit the Company
to resell those services. In the event that the Company is unable to find
significant alternative sources of revenue 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 is that the Company may be
required 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 $.7 million
for the nine months ended September 30, 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 $2.0 million and $8.1 million for the
three months and nine months ended September 30, 2001, respectively, represent
fees earned from customers for 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. The Company did not begin
selling the Ricochet service until the third quarter 2000, which, primarily,
accounts for the $7.9 increase for the nine months ended September 30, 2000 as
compared to the nine months ended September 30, 2001. As of August 8, 2001, the
date of the shutdown of the Ricochet network, Company had approximately 22,000
Ricochet customers. As of September 30, 2001, the Company had approximately 550
CDPD customers.



                                       15
<PAGE>


 Equipment revenue. Equipment revenue of $.1 million for the three months ended
September 30, 2001 represents the sale of CDPD wireless modems. Equipment
revenue of $3.8 million for the nine months ended September 30, 2001 represents
the sale of wireless modems to new customers. The Company sold Ricochet modems
from July 2000 until the Ricochet network shut-down in early August 2001. The
Company began selling CDPD modems in September 2001.

Other revenue. Other revenue of $.03 million and $.4 million for the three
months and nine months ended September 30, 2001, respectively, represents
one-time, non-refundable activation fees charged to new customers for monthly
service and royalties received related to the pay phone segment less discounts
and rebates. Royalty income represented $.07 million of other revenue for the
nine months ended September 30, 2001. The Company receives royalty payments on
sales of certain telephonic switching equipment.

 Cost of services and equipment revenue. Costs of services and equipment revenue
of $1.7 million and $9.8 million for the three months and nine months ended
September 30, 2001, respectively, represents, primarily, costs for wireless
modems and fees to provide the service. Fees to provide the service are
primarily fees paid to Metricom and Verizon for access to their wireless
networks but also include costs for an Internet service provider and technical
support costs. The Company sold the Ricochet service from July 2000 until the
network shut-down in early August 2001. The Company began selling CDPD service
in September 2001.

Selling, general and administrative. Selling, general and administrative
("SG&A") expenses increased from $.9 million for the nine months ended September
30, 2000 to $6.3 million for the nine months ended September 30, 2001, an
increase of $5.4 million. Approximately $2.3 million of this increase represents
increases in salaries, wages and benefits ("SW&B") related to the establishment
of sales offices, call centers, as well increased corporate office personnel
related to providing comprehensive customer interface and support services.
Additionally, $.6 million of the SW&B increase relates to Dallas corporate
office personnel acquired in connection with the merger with Intellicall.
Primarily as result of the shutdown of the Ricochet during the third quarter
2001, the Company initiated significant staff reductions, the impact of which is
offset by severance and vacation costs.

         The remaining increase in SG&A of $2.5 million for the nine months
ended September 30, 2001, compared to the same period in the prior year, relates
primarily to increases in occupancy costs, professional fees, travel and general
corporate overhead. Occupancy costs, travel and general corporate overhead
increased as a result of the establishment of the sales offices and increased
corporate personnel. Professional fees increased primarily due to the merger
with Intellicall and increased costs of operating as a public entity.

Bad debt expense. Bad debt expense of $1.2 million for the nine months ended
September 30, 2001, represents the establishment of an allowance for doubtful
accounts for the Company's invoiced customers. The balance of accounts
receivable at September 30, 2001 has been fully reserved as a result of the
uncertainty of resumption of the Ricochet service.

Inventory write-down. The $1.7 million and $2.4 million inventory write-down for
the three months and nine months ended September 30, 2001, respectively,
represents the expected unrecoverable cost of modem inventory in connection with
the Metricom bankruptcy filing and the shut down of the Ricochet network.

Interest income. Interest income of $.02 million and $.06 million for the three
months and nine months ended September 30, 2001, respectively, represents
earnings on the Company's savings and investment cash accounts.

Interest expense. Interest expense of $.05 million and $.1 million for the three
months and nine months ended September 30, 2001, respectively, represent
interest expense and amortization of debt costs related to the $2.0 million note
payable to Banca del Gottardo.



                                       16
<PAGE>

Other expense. Other expense of $.5 million and $.9 million for the three months
and nine months ended September 30, 2001, respectively, consist principally of
the net payphone operations that the Company disposed of in August 2001, a $.2
million contract termination fee due to a third party vendor and $.2 million
liability related to the Dallas lease abandonment.

Impairment loss on assets held for sale. The $.6 million impairment loss on
assets held for sale reflects the write-down of the assets of the payphone
operations to zero (estimated net realizable value). The Company disposed of the
payphone business in August 2001.


Liquidity and Capital Resources

         Since Wireless WebConnect!'s inception and through August 2000, the
Company financed its operations solely through revenue generated by the
business. Subsequent to August 2000, the Company financed operations with the
$1.0 million cash advanced by Intellicall as well as the $.7 million cash
acquired in connection with the merger. Cash provided by operations was $.7
million for the nine months ended September 30, 2000, compared to cash used in
operations of $1.6 million for the nine months ended September 30, 2001. For the
nine months ended September 30, 2001, the $4.5 million net loss less non-cash
items and the $2.4 million in inventory growth accounted for the majority of the
use of cash for the nine months ended September 30, 2001. The increase in
accounts payable and accrued expenses of $3.6 million and the deferral of $1.2
million in revenue at September 30, 2001, primarily generated from the sale of
annual subscriber contracts, offset cash used in operations for inventory.

         At September 30, 2001, the Company had cash of $1.1 million. The events
in connection with the bankruptcy proceedings of Metricom may continue to 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 (customer liabilities at September 30, 2001 was $3.1 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")

         In October 2001, the Company filed a claim in the Metricom bankruptcy
filing for lost revenues. The claim, although significant, is not expected to
result in a material cash settlement. However, it may result in the forgiveness
of liabilities owed to Metricom by the Company. Included in accounts payable and
accrued expenses as of September 30, 2001 are amounts due and payable to
Metricom totaling $3.6 million.

         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 or file for
protection under the bankruptcy laws.






                                       17
<PAGE>



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.




                                       18
<PAGE>


                                     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.

         None.

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

         None.





                                       19
<PAGE>


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

        (f)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).


-----------


(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.

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

(f) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
    for the three months ended March 31, 2001.





                                       20
<PAGE>


(b)      Reports on Form 8-K:

                  On August 30, 2001, the Company filed a report on Form 8-K
dated August 15, 2001, which disclosed certain  management changes.  Mr. John J.
McDonald,  Jr.,  Chief  Executive  Officer of the Company,  has resigned as an
officer of the Company,  but will continue as the Chairman of the Company's
board of directors.  The Company has terminated the employment of Mr. R. Philip
Boyd,  chief Financial  Officer and Corporate  Secretary of the Company.
Ms. Sandra T. Everett will serve as interim  Chief  Financial  Officer and
Ms. Elizabeth Currier will serve as Corporate Secretary.







                                       21
<PAGE>





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.



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

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


Date:   November 19, 2001




                                       22
<PAGE>





                                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



                                       23
<PAGE>