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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-QSB

Quarterly Report Under Section 13 or 15(d)
of the Securities exchange Act of 1934

For Quarter Ending March 31, 2003

Commission File Number #33-38119-C

Voice and Wireless Corporation
(Exact name of registrant as specified in its charter)

|                |  |                    
|--------------- |  | -------------------
|Minnesota       |  | 41-1610632         
|                |  |                    
|(State or other |  | (IRS Employer      
|jurisdiction of |  | Identification No.)
|incorporation)  |  |                    

|                                                  |  |           
|------------------------------------------------- |  | ----------
|Suite 654, 600 South Highway 169, Minneapolis, MN |  | 55426     
|                                                  |  |           
|(Address of principal executive offices)          |  | (Zip code)

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

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 of 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 o

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

Outstanding shares are 12,742,722 of common stock at $.001 par value.

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|                                                                                                                          |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
|SIGNATURES                                                                                                               
|EX-99   Certification Pursuant to 18 USC Sec. 1350                                                                       



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

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

The following discussion and analysis should be read in conjunction with the
consolidated financial statements, related notes and other information included
in this quarterly report on Form 10-QSB.

Part I. Financial Information

Quarter Ended March 31, 2003

GENERAL

The following consolidated financial information is submitted in response
to the requirements of Form 10-QSB and is prepared in accordance with generally
accepted accounting principles. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted, although the
Company believes the disclosures that are made are adequate to make the
information presented not misleading. Further in the opinion of management, the
interim consolidated financial statements reflect fairly the financial position
and results of operations for the period indicated.

The results of operations for the quarter ended as stated above are not
necessarily indicative of results to be expected for the entire fiscal year
ending December 31st.

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Item 1. Consolidated Financial Statements

The consolidated balance sheet of Voice and Wireless Corporation (the
Company) as of the quarter ended March 31, 2003 and the related consolidated
statements of operations and cash flows thereto are incorporated herein by
reference to the Companys quarterly report.

|        |  |                                                                                      
|------- |  | -------------------------------------------------------------------------------------
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations(In 000s except per share data)

|                                   |                          |  |      |       |   |      |     |        |          |  |       |       |   
|---------------------------------- | ------------------------ |  | ---- | ----- | - | ---- | --- | ------ | -------- |  | ----- | ----- | --
|Highlights:Quarter ended March 31, |                          |  |      |       |   |      |     |       
|                                   |                          |  |      |       |   |      |     |       
|                                   |                          |  | 2002 |       |   | 2003 |     |        | % Change | 
|                                   |                          |  |      |       |   |      |     |        |          | 
|                                   | Revenue                  |  | $    | 842   |   |      | $   | 438    |          |  |       | (48.0 | %)
|Gross Profit                       |                          |  | 271  |       |   |      | 176 |        |          |  | (35.0 | %)   
|                                   | Net Loss                 |  |      | ($160 | ) |      |     | ($32   | )        |  |       | (500  | %)
|                                   | Loss or Profit per share |  |      | ($.02 | ) |      |     | ($.003 | )        |  |       |       |   

Revenues for the quarter totaled $438k as compared to $842k for the same
quarter in 2001 for a 48% reduction in revenues due to the recession. We have
continued to see a slow down in the rate of customer orders due to various
reasons. The slowing of the economy has resulted in fewer projects being
started. With fewer projects being bid, competitors are cutting prices, which
has had a negative impact on gross margins.

Gross profit for the quarter ended totaled $176k compared to $271k for the same
quarter of 2002. The decrease in gross profit percentage is directly related to
lower revenues and the recession.

Inflation

The rate of inflation can have a significant impact on the Companys
operations because of increase in wood product costs. The Company bids most
projects and can not pass all of the cost increases to our customers.

Part II Other Information

Item 1. Legal Proceedings  None

Item 2. Changes in Securities  None

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Item 3. Defaults upon Senior Securities  The Company is five months behind in
making interest payments on its Convertible Debentures. It has written a letter
to all of the Debenture holders explaining the reasons for the delay in making
the payments.

Item 4. Submission of Matters to a Vote of Security Holders  None

Item 5. Other Information  This 10-QSB has not been reviewed by the Companys
auditors or attorneys. The Company has serious cash problems and may be
delisted to the pinksheets and may not be able to file future 10-KSBs and
10-QSBs, financials or audits due to liquidity problems. Even with the 500%
reduction in losses, the Company continues to suffer losses and may not survive
as a going concern. Senior management continues to advance cash to the
Company and not take salaries and directors fees, but these measures may not be
enough to keep operations going.

Item 6. Exhibits and Reports that have been filed since 1994 on Forms 8-KSB,
10-KSB, and 10-QSB, DEF 14A and the October 18, 1995 S-8 filing as described in
Item 2 herein.




SIGNATURES

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

Voice and Wireless Corporation

| |  |                         
| |  | ------------------------
| |  | /s/ Mark Haggerty       
| |  | Chief Executive Officer 
| |  |                         
| |  | /s/ Keith Witter, C.F.O.

|       |  |                       
|------ |  | ----------------------
|Dated: |  | May 13, 2003          
|       |  | Minneapolis, Minnesota

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CERTIFICATION PURSUANT TO

18 U.S.C. §1350

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Haggerty, certify that:

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

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

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

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

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

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

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

5.   I have disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors (or persons
performing the equivalent functions, but not to the Company's
auditors or attorneys due to liquidity problems):

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

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

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



|                    |  |                                  
|------------------- |  | ---------------------------------
|Date:  May 13, 2003 |  | /s/  Mark Haggerty
Chairman & CEO

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CERTIFICATION PURSUANT TO

18 U.S.C. §1350

UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Keith Witter, certify that:

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

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

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

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

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

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

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

5.   I have disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors (or persons
performing the equivalent functions, but not to the Company's
auditors or attorneys due to liquidity problems):

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

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

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

|                    |  |                      
|------------------- |  | ---------------------
|Date:  May 13, 2003 |  | /s/  Keith Witter
CFO

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