<PAGE>   1
                                                                        3/13/98
                                                                        11:30 AM


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

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 1998

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934


                         COMMISSION FILE NUMBER 0-23351
                     
                      LET'S TALK CELLULAR & WIRELESS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


            FLORIDA                                 65-0292891
--------------------------------------------------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification
incorporation or organization)             Number)


         800 BRICKELL AVE., STE. 400
            MIAMI, FL 33131                              33131
--------------------------------------------------------------------------------
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  (305) 358-8255
                                                   -----------------------------

--------------------------------------------------------------------------------
  (Former name, former address and fiscal year, if changed since last report.)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

The number of shares outstanding of the registrant's common stock was 8,199,762
as of March 15, 1998.


<PAGE>   2


                      LET'S TALK CELLULAR & WIRELESS, INC.
                                      INDEX
<TABLE>
<CAPTION>

                                                                                                PAGE
                                                                                                ----
PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements
<S>                                                                                              <C>
         Condensed Consolidated Balance Sheets as of January 31, 1998 (Unaudited)
         and July 31, 1997...................................................................... 4

         Condensed Consolidated Statements of Operations for the Three Months Ended
         January 31, 1998 and January 31, 1997 (Unaudited)...................................... 5

         Condensed Consolidated Statements of Operations for the Six Months Ended
         January 31, 1998 and January 31, 1997 (Unaudited)...................................... 6

         Condensed Consolidated Statements of Cash Flows for the Six Months Ended
         January 31, 1998 and January 31, 1997 (Unaudited)...................................... 7

         Notes to Condensed Consolidated Financial Statement (Unaudited)........................ 8

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of
           Operations.......................................................................... 10

PART II - OTHER INFORMATION.................................................................... 17
</TABLE>

             CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), the Company is hereby
providing cautionary statements identifying important factors that could cause
the Company's actual results to differ materially from those projected in
forward-looking statements (as such term is defined in the Reform Act) of the
Company made by or on behalf of the Company herein or which are made orally,
whether in presentations, in response to questions or otherwise. Any statements
that express, or involve discussions as to expectations, beliefs, plans,
objectives, assumptions or future events or performance (often, but not always,
through the use of words or phrases such as "will result," "are expected to,"
"will continue," "is anticipated," "plans," "intends," "estimated," projection"
and "outlook") are not historical facts and may be forward-looking and,
accordingly, such statements involve estimates, assumptions, risks and
uncertainties which could cause actual results to differ materially from those
expressed in the forward-looking statements. Such risks include, among others,
the risks associated with rapid growth, competition, dependence on cellular and
PCS carriers, customer turnover, technological change and inventory
obsolescence.

         The Company cautions that the risks described above could cause actual
results or outcomes to differ materially from those expressed in any
forward-looking statement of the Company made by or on behalf of the Company.
Any forward-looking statement speaks only as of the date on which such 





                                      -2-

<PAGE>   3

statement is made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrences of
unanticipated events. New factors emerge from time to time and it is not
possible for management to predict all of such factors. Further, management
cannot assess the effect of each such factor on the Company's business or the
extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements.


























                                      -3-

<PAGE>   4


PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

              LET'S TALK CELLULAR & WIRELESS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                        JULY 31,       JANUARY 31,
                                                                                          1997            1998
                                                                                        --------       -----------
                                                                                                       (UNAUDITED)
<S>                                                                                   <C>              <C>        
                                        ASSETS
Current assets:
  Cash and cash equivalents ....................................................      $ 1,080,014      $   547,660
  Accounts receivable, net .....................................................        5,706,983       11,505,897
  Inventories ..................................................................        5,712,420       12,715,150
  Prepaid expenses .............................................................          265,859          815,930
  Income taxes receivable ......................................................          291,099               --
  Other current assets .........................................................          600,385               --
  Deferred tax asset ...........................................................          475,245          475,245
                                                                                      -----------      -----------
          Total current assets .................................................       14,132,005       26,059,882
Property and equipment, net ....................................................        5,296,743        8,136,855
Other assets, net ..............................................................        1,353,097        2,205,809
Intangible assets, net .........................................................       13,755,696       13,844,945
                                                                                      -----------      -----------
          Total assets .........................................................      $34,537,541      $50,247,491
                                                                                      ===========      ===========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Trade accounts payable .......................................................      $ 6,583,542      $11,339,567
  Bank lines of credit .........................................................        1,023,285        4,000,000
  Accrued expenses .............................................................        3,120,493        4,488,331
  Loans payable to shareholders and officers ...................................          258,100               --
  Current portion of bank term loans and obligations under capital leases ......          732,195           83,926
  Deferred revenues ............................................................          693,038          875,699
  Customer deposits ............................................................          108,673           70,980
                                                                                      -----------      -----------
          Total current liabilities ............................................       12,519,326       20,858,503
Bank term loans, less current portion ..........................................       12,350,000           49,037
Loans payable to shareholders and officers .....................................        2,000,000        2,000,000
Obligation under capital lease, less current portion ...........................           32,859           10,199
Other liabilities ..............................................................           72,808          437,031
Deferred tax liability .........................................................          952,596          458,868
Commitments and contingencies
Shareholders' equity:
  Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued
    and outstanding.............................................................               --               --
  Common stock, $.01 par value, 50,000,000 shares authorized, 6,093,166 and
   8,199,762 shares issued and outstanding, respectively .......................           60,932           81,998
Additional paid-in capital .....................................................        6,166,474       26,188,969
Retained earnings ..............................................................          382,546          162,886
                                                                                      -----------      -----------
Total shareholders' equity .....................................................        6,609,952       26,433,853
                                                                                      -----------      -----------
Total liabilities and shareholders' equity .....................................      $34,537,541      $50,247,491
                                                                                      ===========      ===========
</TABLE>


                                      -4-


<PAGE>   5


              LET'S TALK CELLULAR & WIRELESS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                         THREE MONTHS ENDED JANUARY 31,
                                                                         ------------------------------
                                                                             1997              1998
                                                                        ------------      ------------
<S>                                                                     <C>               <C>         
Net revenues:
  Retail sales ...................................................      $  3,517,057      $ 10,712,619
  Activation commissions .........................................         4,182,617        11,833,070
  Residual income ................................................           316,076         2,420,875
  Wholesale sales ................................................                --         7,779,923
                                                                        ------------      ------------
          Total net revenues .....................................         8,015,750        32,746,487
Cost of sales ....................................................         3,606,076        19,417,743
                                                                        ------------      ------------
Gross profit .....................................................         4,409,674        13,328,744

Operating expenses:
  Selling, general and administrative ............................         3,287,967        10,874,204
  Depreciation and amortization ..................................            97,659           306,447
  Amortization of intangible assets ..............................            60,000           343,818
                                                                        ------------      ------------
          Total operating expenses ...............................         3,445,626        11,524,469
                                                                        ------------      ------------

Income from operations ...........................................           964,048         1,804,275

Interest expense, net ............................................            42,124           246,253
                                                                        ------------      ------------

Income before provision for income taxes and extraordinary charge            921,924         1,558,022

Provision for income taxes .......................................           295,014           661,772
                                                                        ------------      ------------

Income before extraordinary charge ...............................           626,910           896,250

Extraordinary charge on debt retirement (net of taxes) ...........                --           391,358
                                                                        ------------      ------------

         Net income ..............................................           626,910           504,892

         Accretion of Series A Preferred Stock to redemption value            15,660                --
                                                                        ------------      ------------

         Net income applicable to common shareholders ............      $    611,250      $    504,892
                                                                        ============      ============

Earnings per share:

Basic:
------

         Income before extraordinary charge ......................      $       0.29      $       0.12

         Extraordinary charge ....................................                --             (0.05)
                                                                        ------------      ------------

         Net income applicable to common shareholders  ...........      $       0.29      $       0.07
                                                                        ============      ============
Diluted:
--------

         Income before extraordinary charge ......................      $       0.14      $       0.12

         Extraordinary charge ....................................                --             (0.05)
                                                                        ------------      ------------

         Net income applicable to common shareholders ............      $       0.14      $       0.07
                                                                        ============      ============

Weighted average shares outstanding:

         Basic ...................................................         2,137,850         7,512,829
                                                                        ============      ============

         Diluted .................................................         4,275,000         7,512,829 
                                                                        ============      ============
</TABLE>
                            See accompanying notes.




                                      -5-

<PAGE>   6
 

              LET'S TALK CELLULAR & WIRELESS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                          SIX MONTHS ENDED JANUARY 31,
                                                                        ------------------------------
                                                                             1997             1998
                                                                        ------------      ------------
<S>                                                                     <C>               <C>         
Net revenues:
  Retail sales ...................................................      $  5,615,016      $ 16,461,151
  Activation commissions .........................................         5,724,953        17,483,754
  Residual income ................................................           639,428         4,838,771
  Wholesale sales ................................................                --        15,878,701
                                                                        ------------      ------------
          Total net revenues .....................................        11,979,397        54,662,377
Cost of sales ....................................................         5,346,519        33,236,783
                                                                        ------------      ------------

Gross profit .....................................................         6,632,878        21,425,594

Operating expenses:
  Selling, general and administrative ............................         5,376,210        18,721,586
  Depreciation and amortization ..................................           167,378           570,479
  Amortization of intangible assets ..............................           100,000           960,544
                                                                        ------------      ------------
          Total operating expenses ...............................         5,643,588        20,252,609
                                                                        ------------      ------------

Income from operations ...........................................           989,290         1,172,985

Interest expense, net ............................................            80,681           744,966
                                                                        ------------      ------------
Income before provision for income taxes and extraordinary charge.           908,609           428,019

Provision for income taxes .......................................           290,754           256,321
                                                                        ------------      ------------
Income before extraordinary charge ...............................           617,855           171,698

Extraordinary charge on debt retirement (net of taxes) ...........                --           391,358
                                                                        ------------      ------------

         Net income (loss) .......................................           617,855          (219,660)

         Accretion of Series A Preferred Stock to redemption value            31,320                --
                                                                        ------------      ------------
         Net income (loss) applicable to common shareholders .....      $    586,535      $   (219,660)
                                                                        ============      ============

Earnings (loss) per share:

Basic:
------

         Income before extraordinary charge ......................      $       0.27      $       0.03

         Extraordinary charge ....................................                --             (0.06)
                                                                        ------------      ------------
         Net income (loss) applicable to common shareholders .....      $       0.27      $      (0.03)
                                                                        ============      ============

Diluted:
--------

         Income before extraordinary charge ......................      $       0.14      $       0.03

         Extraordinary charge ....................................                --             (0.06)
                                                                        ------------      ------------
         Net income (loss) applicable to common shareholders .....      $       0.14      $      (0.03)
                                                                        ============      ============
Weighted average shares outstanding:

         Basic ...................................................         2,137,850         6,802,997
                                                                        ============      ============
         Diluted .................................................         4,275,700         6,802,997
                                                                        ============      ============
</TABLE>

                             See accompanying notes.


                                      -6-

<PAGE>   7




              LET'S TALK CELLULAR & WIRELESS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                        SIX MONTHS ENDED JANUARY 31,
                                                                        ----------------------------
                                                                          1997                 1998
                                                                          ----                 ----
<S>                                                                   <C>                <C>          
OPERATING ACTIVITIES
Net income (loss) ..............................................      $    617,855       $   (219,660)
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
   Depreciation and amortization ...............................           167,378            570,481
   Amortization of intangible assets ...........................           100,000            960,544
   Amortization of deferred financing costs ....................             4,684            729,392
   Provision for activation adjustments and cancellation losses             25,000            141,158
   Deferred income taxes .......................................           298,030           (230,845)
Changes in operating assets and liabilities
      Accounts receivable ......................................          (888,061)        (4,695,205)
      Inventories ..............................................        (2,190,598)        (6,530,075)
      Prepaid expenses .........................................            35,799         (2,369,425)
      Other assets .............................................          (103,078)            40,666
      Income tax receivable ....................................                --            291,099
      Trade accounts payable ...................................         1,041,055          3,764,969
      Accrued expenses .........................................           334,536          1,421,071
      Income taxes payable .....................................           (51,906)          (151,770)
      Customer deposits ........................................           (25,864)           (37,693)
      Deferred revenues ........................................            12,599             35,610
                                                                      ------------       ------------
Net cash used in operating activities ..........................          (622,571)        (6,279,683)

INVESTING ACTIVITIES
Acquisition of Cellular Unlimited, net of cash acquired ........                --         (1,862,212)
Acquisition of Cellular USA, net of cash acquired ..............                --         (1,395,701)
Acquisition of Northpoint Cellular .............................          (850,000)                --
Purchases of property and equipment ............................        (1,325,230)        (2,951,129)
Decrease in cash held in escrow ................................         2,009,194                 --
                                                                      ------------       ------------
Net cash used in investing activities ..........................          (166,036)        (6,209,042)

FINANCING ACTIVITIES
Proceeds from sale of common stock, net of underwriting costs ..                --         22,320,000
Proceeds from bank term loan ...................................           600,000                 --
Net (payments) proceeds on borrowings under bank lines of credit           (27,000)         2,976,715
Payments on loans payable to shareholder and officers ..........                --           (258,100)
Payments on bank term loan and capital leases ..................          (125,086)       (13,082,244)
                                                                      ------------       ------------
Net cash provided by financing activities ......................           447,914         11,956,371
                                                                      ------------       ------------
Net decrease in cash and cash equivalents ......................          (340,693)          (532,354)
Cash and cash equivalents at beginning of period ...............         1,357,172          1,080,014
                                                                      ------------       ------------
Cash and cash equivalents at end of period .....................      $  1,016,479       $    547,660
                                                                      ============       ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest .........................................      $    102,547       $    757,995
                                                                      ============       ============
Cash paid for income taxes .....................................      $     89,675       $     58,795
                                                                      ============       ============
</TABLE>


                             See accompanying notes.

                                      -7-
<PAGE>   8

              LET'S TALK CELLULAR & WIRELESS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                JANUARY 31, 1998

                                   (UNAUDITED)

1-SIGNIFICANT ACCOUNTING POLICIES

         The accompanying unaudited condensed consolidated financial statements
of Let's Talk Cellular & Wireless, Inc. and subsidiaries (the "Company") have
been prepared in accordance with the instructions to Form 10-Q and, therefore,
omit or condense certain footnotes and other information normally included in
financial statements prepared in accordance with generally accepted accounting
principles. The accounting policies followed for interim financial reporting are
the same as those disclosed in Note 2 of the Notes to Consolidated Financial
Statements included in the Company's audited financial statements for the fiscal
year ended July 31, 1997, which are included in the Registration Statement on
Form S-1 (Registration No 333-34595). In the opinion of management, all
adjustments (consisting only of normal recurring accruals) necessary for a fair
presentation of the financial information for the interim periods reported have
been made. Results of operations for the six months ended January 31, 1998 are
not necessarily indicative of the results to be expected for the entire fiscal
year ending July 31, 1998.

         The Company's stores have historically experienced, and the Company
expects its stores to continue to experience, seasonal fluctuations in revenues
with a larger percentage of revenues typically being realized in the second
fiscal quarter during the holiday season. In addition, the Company's results
during any fiscal period can be significantly affected by the timing of store
openings and acquisitions and the integration of new and acquired stores into
the Company's operations.

         Fiscal year references are to the respective fiscal year ended July 31.

2-NET INCOME (LOSS) PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

         In 1997 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Statement No. 128
replaced the previously reported primary and fully diluted earnings per share
with the basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted earnings per share is very similar
to the previously reported fully diluted earnings per share except that options,
warrants and convertible securities issued prior to an initial public offering
are considered in the calculation of diluted earnings per share prior to their
issuance only if nominal consideration was received by the Company. All earnings
per share amounts for all periods have been presented, and where necessary,
restated to conform to the Statement No. 128 requirements.






                                      -8-

<PAGE>   9

         The following table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
<CAPTION>
                                          For the Three Months Ended              For the Six Months Ended 
                                                  January 31,                            January 31,
                                          -----------------------------      --------------------------------
                                               1997             1998            1997                  1998
                                           ------------     -----------      ----------            ----------
<S>                                           <C>              <C>              <C>                 <C>      
Numerator:

Net income (loss) applicable to
common shareholders..................      $   611,250      $   504,892      $   586,535           ($219,660)

Denominator:

Denominator for basic
earnings per share - weighted average
shares ..............................        2,137,850        7,512,829        2,137,850           6,802,997

Effect of dilutive securities:

Preferred stock convertible to
common stock.........................        2,137,850               --        2,137,850                  --
                                                                                               
Denominator for diluted earnings
per share - adjusted weighted
average shares and assumed
conversions..........................        4,275,700        7,512,829        4,275,700           6,802,997
                                           ===========      ===========      ===========       =============
Basic earnings (loss) per share
applicable to common
shareholders ........................      $      0.29      $      0.07      $      0.27       $       (0.03)
                                           ===========      ===========      ===========       =============
Diluted earnings (loss) per share
applicable to common
shareholders ........................      $      0.14      $      0.07      $      0.14       $       (0.03)
                                           ===========      ===========      ===========       =============
</TABLE>




3-INITIAL PUBLIC OFFERING

         On December 1, 1997, the Company completed an initial public offering
("IPO") of its common stock. Prior to the closing of the IPO, and after giving
effect to a stock split of 3.289 for 1 effected on October 20, 1997, the Company
had outstanding 6,093,166 shares of common stock, exclusive of 106,596 shares
issued immediately prior to the IPO upon exercise of warrants held by the bank
lender to the Company.



                                      -9-


<PAGE>   10

         In the IPO, 2,337,245 shares of common stock were sold, of which
2,000,000 shares were sold by the Company and 337,245 shares were sold by
selling shareholders. The Company's net proceeds from the IPO were used to repay
the then outstanding balance on bank term loans totalling $12.9 million, a
portion of the line of credit amounting to $4.9 million and shareholders loans
totalling $258,100, and fund the acquisitions of Cellular Unlimited Corp. and
Cellular USA, Inc. As a result of the repayment of the bank term loans during
the second quarter of fiscal 1998, the Company incurred an extraordinary charge
to earnings of approximately $391,000, net of taxes.

4-ACQUISITIONS

         On December 1, 1997, the Company acquired substantially all of the
assets of Cellular Unlimited Corp. for a cash purchase price of $2,055,000 and
up to $225,000 in certain contingent payments in each of the six-month periods
ending July 31, 1998, January 31, 1999 and July 31, 1999.

         Additionally, on December 17, 1997, the Company acquired all of the
outstanding capital stock of Cellular USA, Inc. for a cash purchase price of
$1,625,000 and up to an aggregate of $175,000 in certain contingent payments in
1998 and 1999.

5-SUBSEQUENT EVENTS

         Effective February 1, 1998, the Company entered into a binding
agreement for the acquisition of all of the outstanding capital stock of
Cellular Warehouse of Atlanta, Georgia, in exchange for 900,000 shares of the
Company's common stock and $20 million in cash. The acquisition, which is
subject to customary regulatory approval, is expected to be completed in late
March. Cellular Warehouse, established in 1991, owns and operates 57 retail
stores in Florida, Georgia, North Carolina, South Carolina, Alabama and
Tennessee; the retail stores are located in strip and power strip shopping
centers. For the twelve months ended December 31, 1997 Cellular Warehouse had
revenues of approximately $37.8 million.

         On February 22, 1998, the Company acquired substantially all of the
assets of Lazer Electronics Inc., and Best Electronics and Paging, Inc. for a
total cash purchase price of $190,000. Lazer owns and operates 8 retail stores
in Texas, Georgia and Florida, which are primarily located in regional malls.

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

GENERAL

         The Company is the largest independent specialty retailer of cellular
and wireless products, services and accessories in the United States, with 144
stores located in 14 states, the District of Columbia and Puerto Rico as of
January 31, 1998. The Company's stores, located predominantly in regional
shopping malls, seek to offer one-stop shopping for consumers to purchase
cellular, personal communication systems ("PCS"), paging, internet, satellite,
and other wireless products and services and related accessories. The Company is
also a leading wholesaler of cellular and wireless products and accessories to
more than 1,000 accounts, consisting primarily of distributors, carriers and
small independent retailers. The Company's business strategy is to offer the
most extensive assortment of wireless products and services at everyday low
prices supported by knowledgeable customer service, through conveniently located
and attractively designed stores.



                                      -10-
<PAGE>   11


         Since its inception in 1989 through June 1996, the Company had limited
capital and opened 25 stores. In June 1996, the Company issued $3.3 million of
Series A Preferred Stock (which has been converted into common stock) and
accelerated its store expansion. During fiscal 1997, the Company added a net
total of 68 stores, including five stores acquired from Peachtree Mobility in
the Atlanta metropolitan area, and 19 stores from Telephone Warehouse, Inc., one
of the largest AT&T cellular agents in the Southwest. During the six months
ended January 31, 1998, the Company opened 31 stores and acquired 20 stores.

         The Company presently plans to open a total of 65 to 75 new stores in
fiscal 1998 and 80 to 100 new stores in fiscal 1999. To prepare for this
expansion, during the past year management has been building the infrastructure
necessary to support a rapidly growing chain of stores. The Company hired senior
management, established a field structure of district managers, developed
employee training programs, enhanced its financial controls and procedures and
finalized standards of store design and visual presentation. As the Company
continues to expand through new store openings and acquisitions, it expects to
leverage these investments and improve margins through economies of scale.

         The Company's revenues are generated principally from four sources:

                  (i) RETAIL SALES. The Company sells cellular and wireless
         products, such as phones, pagers and related accessories in the
         Company's retail outlets.

                  (i) ACTIVATION INCOME. The Company receives an activation
         commission from the applicable cellular carrier when a customer
         initially subscribes for the cellular carrier's service. The amount of
         the activation commission paid by cellular carriers is based upon
         various service plans offered by the carriers and is recognized by the
         Company at the time of sale. New subscription activation commissions
         are fully refundable if the subscriber cancels its subscription prior
         to completion of a minimum period of continuous active service
         (generally 180 days). Customers generally sign a service agreement with
         the Company that requires a customer deposit that is forfeited in the
         event of early cancellation. The Company then applies the customer's
         deposit to reduce or offset its resulting deactivation loss owed to the
         carrier. The Company accrues for estimated deactivation losses, net of
         cancellation fees, by creating a reserve against carrier accounts
         receivable.

                  (iii) RESIDUAL INCOME. The Company receives monthly payments
         made by certain cellular carriers and pager customers. Cellular
         residual payments are based upon a percentage (usually 4-6%) of the
         customers' monthly service charges and are recognized as income when
         received. Pager residual payments are received on a monthly basis
         directly from pager customers for the pager airtime that the Company
         buys wholesale from paging carriers and then resells to individuals and
         small businesses.

                  (iv) WHOLESALE SALES. The Company began to wholesale cellular
         and wireless products when it acquired Telephone Warehouse in June
         1997. The wholesale business typically has higher volumes and lower
         margins than the retail business, but provides the Company with greater
         purchasing power and additional distribution capabilities.

         Comparable stores sales include only stores owned and operated by the
Company for at least 12 full months and are comprised of retail sales and
activation commissions, as residual income is not allocated among stores.



                                      -11-

<PAGE>   12

         Historically, retail sales have accounted for most of the Company's net
revenues. As sales of discounted and "free" cellular phones designed to attract
new subscribers have increased significantly, the number of activations has
increased and activation commissions have become increasingly significant to the
Company's net revenues. The Company has recently made a strategic decision to
accept increased activation commissions in connection with certain new carrier
agreements in lieu of monthly residual payments to optimize cash flow and to
facilitate the Company's growth strategy. As a result, management believes that
activation commissions may account for an increased share of the Company's
future net revenues relative to residual income.

         To date, the cost of wireless products has gradually decreased over
time. With such lower costs, the Company typically has offered lower prices to
attract more subscribers, which has increased its total activation commissions
and contributed to gross profit improvements. Consequently, the Company believes
that as prices of wireless products decrease they become more affordable to
consumers, expanding the wireless communications market and creating an
opportunity to attract new subscribers and increase activation income.

         The Company has developed two distinct mall-based store formats,
free-standing kiosks and traditional "in-line" stores. The average capital
expenditures for new kiosk and in-line locations approximate $34,000 and
$94,000, respectively. The initial inventory for a new store approximates
$32,000 for a kiosk and $47,000 for an in-line store. Management believes that
the flexibility of the Company's kiosk and in-line store formats permits the
Company to take advantage of the best available locations across a broad range
of market areas. Pre-opening costs for new stores such as travel and the hiring
and training of new employees are expensed as incurred and typically average
$3,000 per store. In fiscal 1997, comparable stores generated average annual
sales of approximately $500,000 (excluding two stores that generate
substantially higher sales than other stores). Generally, the Company's new
store sales reach normal operating levels after three months of operations.

         In June 1997, the Company more than doubled the amount of its assets
and previous twelve months' total net revenues by acquiring Telephone Warehouse.
The accelerated amortization applied to the value of the residual income
acquired in connection with the Telephone Warehouse Acquisition is expected to
have a significantly negative effect on net income in fiscal 1998 and 1999.

         Effective February 1, 1998, the Company entered into a binding
agreement for the acquisition of all of the outstanding stock of Cellular
Warehouse of Atlanta, Georgia, in exchange for 900,000 shares of the Company's
common stock and $20 million in cash. The acquisition, which is subject to
customary regulatory approval, is expected to be completed in late March.
Cellular Warehouse, established in 1991, owns and operates 57 retail stores in
Florida, Georgia, North Carolina, South Carolina, Alabama and Tennessee; the
retail stores are located in strip and power strip shopping centers. For the
twelve months ended December 31, 1997 Cellular Warehouse had revenues of
approximately $37.8 million. (For a discussion of the financing of the
acquisition of Cellular Warehouse, see "Liquidity and Capital Resources").

         Additionally, on February 22, 1998, the Company acquired substantially
all of the assets of Lazer Electronics, Inc. and Best Electronics and Paging,
Inc. (collectively "Lazer") for a total cash purchase price of $190,000. Lazer
owns and operates 8 retail stores in Texas, Georgia and Florida, which are
primarily located in regional malls.

         In connection with the IPO and the repayment of bank indebtedness, the
Company incurred an extraordinary charge to earnings of approximately $391,000,
net of tax.



                                      -12-
<PAGE>   13




RESULTS OF OPERATIONS

QUARTER ENDED JANUARY 31, 1998 COMPARED TO QUARTER ENDED JANUARY 31, 1997

         TOTAL NET REVENUES increased $24.7 million, or 308.7%, to $32.7 million
in the second quarter of fiscal 1998 from $8.0 million in the second quarter of
fiscal 1997 due to increases in retail sales, activation commissions and
residual income, and to the acquisition of Telephone Warehouse, Inc., and
National Cellular Incorporated ("Telephone Warehouse") on June 30, 1997, and of
Cellular USA and Cellular Unlimited effective November 1, 1998 and the resulting
inclusion of the acquired entities' operations in the Company's consolidated
revenues for the second quarter of fiscal 1998. Retail sales increased to $10.7
million from $3.5 million, activation commissions increased to $11.8 million
from $4.2 million and residual income increased $2.1 million to $2.4 million
from $320,000. Comparable store sales increased 11.3% and accounted for $878,000
or 3.5% of the increase in total net revenues. Sales relating to 53 new stores
opened, 39 stores acquired since January 31, 1997, and the stores that were not
yet open for 12 full months accounted for $14.0 million or 56.7% of the increase
in total net revenues. The comparable stores sales growth was primarily
attributable to increased advertising, Company-sponsored airtime promotions and
the growth of cellular subscribers in the wireless industry overall. Wholesale
sales increased $7.8 million as a result of the acquisition of Telephone
Warehouse. The increase in residual income was primarily due to the inclusion of
Telephone Warehouse's residual income ($2.1 million for the second quarter of
fiscal 1998), the increase in the number of cellular activations (approximately
40,000 in second quarter of fiscal 1998 as compared to approximately 15,000 for
the second quarter of fiscal 1997), and the Company's store expansion program.

         GROSS PROFIT increased $8.9 million, or 202.3%, to $13.3 million in the
second quarter of fiscal 1998 from $4.4 million for the second quarter of fiscal
1997. As a percentage of total net revenues, gross profit decreased to 40.7%
from 55.0% primarily due to the inclusion of Telephone Warehouse's wholesale
operations, which have lower margins than the Company's retail sales.

         SELLING, GENERAL AND ADMINISTRATIVE expenses increased $7.6 million, or
230.3%, to $10.9 million for the second quarter of fiscal 1998 from $3.3 million
in the second quarter of fiscal 1997 as a result of higher personnel, rent and
related costs associated with the net addition of 53 new stores and the
inclusion of the operations of Telephone Warehouse, Cellular USA and Cellular
Unlimited for the second quarter of fiscal 1998. As a percentage of total net
revenues, selling, general and administrative expenses decreased to 33.2% during
the second quarter of fiscal 1998 from 41.0% in the second quarter of fiscal
1997.

         AMORTIZATION OF INTANGIBLES consisted of (i) $284,000 associated with
the amortization of goodwill and acquired residual income resulting from the
acquisition of Telephone Warehouse on June 30, 1997 and the acquisition of
Cellular USA and Cellular Unlimited on November 1, 1997, and (ii) $60,000
associated with the thirty month noncompete agreement entered into in August
1996 in connection with the acquisition of Peachtree Mobility.

         INCOME FROM OPERATIONS increased $800,000, or 83.0%, to $1.8 million in
the second quarter of fiscal 1998 from $964,000 in the second quarter of fiscal
1997 and decreased as a percentage of total net revenues to 5.5% from 12.0%.


                                      -13-

<PAGE>   14

         INTEREST EXPENSE, NET increased $204,000 to $246,000 in the second
quarter of fiscal 1998 from $42,000 in the second quarter of fiscal 1997
primarily due to increased bank borrowings used to finance the Company's
expansion.

         INCOME TAX PROVISION was $662,000 in the second quarter of fiscal 1998
as compared to $295,000 in the second quarter of fiscal 1997 primarily as a
result of a $636,000 increase in income before provision for income taxes and
extraordinary charge.

         INCOME BEFORE EXTRAORDINARY CHARGE increased $269,000 to $896,000 in
the second quarter of fiscal 1998 from $627,000 in the second quarter of fiscal
1997.

         EXTRAORDINARY CHARGE ON DEBT RETIREMENT of $391,000, net of taxes
resulted from (i) a write-off of deferred financing costs in connection with
certain of the indebtedness repaid with the proceeds of the Company's initial
public offering, and (ii) the acceleration of unamortized discount associated
with the warrants issued in connection with the repayment of such indebtedness.

         NET INCOME was $505,000 in the second quarter of fiscal 1998 compared
to $627,000 in the second quarter of fiscal 1997.

SIX MONTHS ENDED JANUARY 31, 1998 COMPARED TO SIX MONTHS ENDED JANUARY 31, 1997

         TOTAL NET REVENUES increased $42.7 million, or 355.8% to $54.7 million
in the six months ended January 31, 1998 from $12.0 million in the six months
ended January 31, 1997 due to increases in retail sales, activation commissions
and residual income, and to the acquisition of Telephone Warehouse, Inc., and
National Cellular Incorporated ("Telephone Warehouse") on June 30, 1997 and of
Cellular USA and Cellular Unlimited effective November 1, 1998 and the resulting
inclusion of the acquired entities' operations in the Company's consolidated
revenues for 1998. Retail sales increased to $16.5 million from $5.6 million,
activation commissions increased to $17.5 million from $5.7 million and residual
income increased $4.2 million to $4.8 million from $639,000. Comparable store
sales increased 11.1% and accounted for $1.3 million or 3.0% of the increase in
total net revenues. Sales relating to 53 new stores opened, 39 stores acquired
since January 31, 1997, and the stores that were not yet open for 12 full months
accounted for $21.3 million or 50.0% of the increase in total net revenues. The
comparable stores sales growth was primarily attributable to increased
advertising, Company-sponsored airtime promotions and the growth of cellular
subscribers in the wireless industry overall. Wholesale sales increased $15.9
million as a result of the acquisition of Telephone Warehouse on June 30, 1997.
The increase in residual income was primarily due to the inclusion of Telephone
Warehouse's residual income ($4.2 million in the six months ended January 31,
1998), the increase in the number of cellular activations (approximately 61,000
in the six months ended January 31, 1998 as compared to approximately 20,000 in
the six months ended January 31, 1997), and the Company's store expansion
program.

         GROSS PROFIT increased $14.8 million, or 224.2% to $21.4 million in the
six month period ended January 31, 1998 from $6.6 million for the six month
period ended January 31, 1997. As a percentage of total net revenues, gross
profit decreased to 39.2% from 55.4% primarily due to the inclusion of Telephone
Warehouse's wholesale operations, which have lower margins than the Company's
retail sales.

         SELLING, GENERAL AND ADMINISTRATIVE expenses increased $13.3 million,
or 246.3%, to $18.7 million for the six month period ended January 31, 1998 from
$5.4 million in the six month period ended January 31, 1997 as a result of
higher personnel, rent and related costs associated with the net addition of 



                                      -14-
<PAGE>   15

53 new stores and the inclusion of the operations of Telephone Warehouse for the
first six months of fiscal 1998 and of Cellular USA and Cellular Unlimited for
the second quarter of fiscal 1998. As a percentage of total net revenues,
selling, general and administrative expenses decreased to 34.2% during the six
month period ended January 31, 1998 from 44.9% in the six month period ended
January 31, 1997.

         AMORTIZATION OF INTANGIBLES consisted of (i) $841,000 associated with
the amortization of goodwill and acquired residual income resulting from the
acquisition of Telephone Warehouse on June 30, 1997 and the acquisition of
Cellular USA and Cellular Unlimited on November 1, 1997, and (ii) $120,000
associated with the thirty month noncompete agreement entered into in August
1996 in connection with the acquisition of Peachtree Mobility.

         INCOME FROM OPERATIONS increased $200,000, or 20.2% to $1.2 million in
the six month period ended January 31, 1998 from $989,000 in the six month
period ended January 31, 1997 and decreased as a percentage of total net
revenues to 2.1% from 8.2%.

         INTEREST EXPENSE, NET increased $664,000 to $745,000 in the six month
period ended January 31, 1998 from $81,000 in the six month period ended January
31, 1997 primarily due to increased bank borrowings used to finance the
Company's expansion.

         INCOME TAX PROVISION was $256,000 in the six month period ended January
31, 1998 as compared to $291,000 in the six month period ended January 31, 1997
primarily as a result of a $480,000 decrease in income before provision for
income taxes and extraordinary charge.

         INCOME BEFORE EXTRAORDINARY CHARGE decreased $446,000 to $172,000 in
the six month period ended January 31, 1998 from $618,000 in the six month
period ended January 31, 1997.

         EXTRAORDINARY CHARGE ON DEBT RETIREMENT of $391,000, net of taxes
resulted from (i) a write-off of deferred financing costs in connection with
certain of the indebtedness repaid with the proceeds of the Company's initial
public offering, and (ii) the acceleration of unamortized discount associated
with the warrants issued in connection with the repayment of such indebtedness.

         NET LOSS was $220,000 in the six month period ended January 31, 1998
compared to a net income of $618,000 in the six month period ended January 31,
1997.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's liquidity requirements have been primarily to support its
increased inventory requirements and build-out costs for new store expansion and
to fund acquisitions. The Company has historically financed its liquidity needs
through a combination of bank borrowings, capital contributions, loans from
shareholders and cash provided by operations.

         Prior to the Company's IPO, the Company's credit facility was comprised
of a $9.0 million revolving loan and $12.8 million in term loans. The Company
used the proceeds of its IPO to repay all of the term loans and a portion of
shareholders loans, a portion of the revolving loan, and fund the acquisitions
of Cellular USA and Cellular Unlimited. The Company's existing credit facility
expires in January 2004 and is secured by substantially all of the Company's
assets. The revolving credit facility's availability is based on a formula of
eligible receivables and inventories, and as of March 13, 1998, the Company has
an additional $3 million available for borrowing. Advances under the revolving
credit line bear interest at 3.75% above the commercial paper rate. In
connection with the pending acquisition of Cellular 




                                      -15-
<PAGE>   16

Warehouse, the Company has obtained a commitment letter for a $35 million credit
facility with Chase Manhattan Bank. This facility will be used to finance the
transaction and transaction related expenses, refinance existing bank debt, and
provide for future working capital needs. The Company anticipates that
borrowings under existing or future credit facilities will be sufficient to meet
currently foreseeable liquidity requirements.

         The Company's working capital increased $3.6 million to $5.2 million at
January 31, 1998 from $1.6 million at July 31, 1997. Accounts receivable and
inventory increased $12.8 million to $24.2 million at January 31, 1998 from
$11.4 million at July 31, 1997. This increase was partially offset by an
increase in accounts payable of $4.7 million to $11.3 million at January 31,
1998 from $6.6 million at July 31, 1997.

         The Company's net cash used in operating activities increased to $6.3
million for the six months ended January 31, 1998 compared to $623,000 for the
six months ended January 31, 1997. The increase in net cash used in operating
activities resulted primarily from an increase in inventories and accounts
receivable partially offset by an increase in current liabilities reflecting the
growth in the Company's operations.

         The Company's net cash used in investing activities increased to $6.2
million for the six months ended January 31, 1998 from $166,000 in the six
months ended January 31, 1997. The increase in cash used in investing activities
was primarily attributable to capital expenditures for new stores and funding
the acquisitions of Cellular Unlimited Corp. and Cellular USA, Inc.

         The Company's net cash provided by financing activities increased to
$12.0 million in the six months ended January 31, 1998 from $448,000 in the six
months ended January 31, 1997 primarily as a result of the Company's IPO.

SEASONALITY

         The Company's stores have historically experienced, and the Company
expects its stores to continue to experience, seasonal fluctuations in revenues
with a larger percentage of revenues typically being realized in the second
fiscal quarter during the holiday season. In addition, the Company's quarterly
results can be significantly affected by the timing of store openings and
acquisitions and the integration of new and acquired stores into the Company's
operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not Applicable.







                                      -16-
<PAGE>   17


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         Not applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         See Note 3 to the Condensed Consolidated Financial Statements for a
discussion of the Company's Initial Public Offering effected on November 24,
1997.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

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

         Not Applicable

ITEM 5.  OTHER INFORMATION

         Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits-

               27.1  Financial Data Schedule

         (b) The Company did not file a form 8-K during the second quarter of
fiscal 1998.






                                      -17-
<PAGE>   18


                                   SIGNATURES

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

LET'S TALK CELLULAR & WIRELESS, INC.

March 13, 1998                          By: /s/ Nicolas Molina
                                            -------------------------------
                                            NICOLAS MOLINA
                                            Chief Executive Officer
                                            (principal executive officer)



March 13, 1998                          By: /s/ Anne Gozlan
                                            -------------------------------
                                            ANNE GOZLAN
                                            Chief Financial Officer
                                            (principal accounting officer)





























                                      -18-