U.S.
SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2001 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
  jurisdiction of incorporation)
  (IRS Employer
  Identification No.)
  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 registration (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. YesSNo£ 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 8,938,760 of common stock no par value. 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, 2001

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.

Item 1.Consolidated Financial Statements

The consolidated
balance sheet of Voice and Wireless Corporation (the Company) as of the
quarter ended March31,2001 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

2001
  2000
  ChangeRevenue
  $800
  $1,099
  (27.2%)Gross Profit
  $248
  $355
  (30.1%)Net Income
  (Loss)
  ($177)
  (154)
  (14.9%)Earning (loss)
  per share
  ($0.02)
  ($.02)Revenues for the quarter totaled $800k as
compared to $1,099k for the same quarter in 2000. The variance is a
continuation of the slow down in orders of product and services that started in
the later part of the 3rd quarter of 2000. Revenues for Mail Call,
Inc. were minimal and below expectations. The Company is evaluating all options
for marketing Mail Call services but does not expect any significant increase
in revenues from Mail Call for the immediate future.

Gross profit for the quarter ended totaled
$248k compared to $355k for the same quarter of 2000. The decrease in gross
profit percentage is due to lower revenues.

Operating
expenses for the quarter totaled $419k as compared to $641k for the first
quarter of 2000. The variance in Operating expenses is due to a one-time
payment of $200k, which was paid to a former owner of Mail Call in the first
quarter of 2000. Expenses incurred in the development of the wireless ear bud
totaled approximately $20k during the quarter.

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
Item 3.  Defaults upon Senior Securities
-- None
Item 4.  Submission of Matters to a Vote
of Security Holders -- None
Item 5.  Other Information -- None

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 HaggertyMark Haggerty
  Chief Executive Officer/s/ Jeff EttenJeff Etten, C.F.O.Dated:
  April 26, 2001Minneapolis, Minnesota

VOICE AND WIRELESS
CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET



March 31
  December 31,2001
  2000(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
  $218,904
  $486,901Accounts receivable, net
  382,744
  167,171Inventories
  271,746
  271,746Other current assets
  34,716
  27,080Total current assets
  908,110
  952,898Other assets:Note receivable, net
  55,000
  55,000Investment in oil and gas properties, net
  61,796
  61,796Property and equipment, net
  303,395
  291,648Intangibles, net
  854,911
  849,350Investment in unconsolidated corporations
  50,000
  50,000Total other assets
  1,325,102
  1,307,794$2,233,212
  $2,260,692LIABILITIES AND
  STOCKHOLDERS EQUITYCurrent
  liabilities:Current portion of long-term debt
  8,070
  8,070Accounts payable
  115,552
  30,446Accrued expenses
  89,323
  26,951Total current liabilities
  212,945
  65,467Long-term debt, net
  of current portion
  334,321
  336,257Total liabilities
  547,266
  401,724Stockholders
  equity:Common stock
  7,221,196
  7,221,511Accumulated deficit
  (5,535,250)
  (5,362,543)Total stockholders equity
  1,685,946
  1,858,968$2,233,212
  $2,260,692VOICE AND WIRELESS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

Quarter EndedMarch 31
  March 312001
  2000(Unaudited)
  (Unaudited)Revenues
  $799,905
  $1,098,683Cost of sales
  551,737
  743,398Gross profit
  248,168
  355,285Operating expenses
  419,201
  641,257Income (loss) from
  operations
  (171,033)
  (285,972)Other income
  (expense):Interest income
  3,313
  44,299Interest expense
  (9,025)
  (32,470)Other income
  0
  0Minority interest in loss of subsidiary
  0
  120,334Total other income (expense)
  (5,712)
  132,163Income (loss) before income taxes
  (176,745)
  (153,809)Provision for income taxes
  0
  0Net income (loss)
  $(176,745)
  $(153,809)Basic net income
  (loss) per common share
  $(0.02)
  $(0.02)Weighted average
  common shares outstanding
  8,938,760
  6,868,480VOICE AND WIRELESS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months EndedMarch 31,
  March 31,2001
  2000(Unaudited)
  (Unaudited)Cash flows from
  operating activities:Net
  income (loss)
  $(176,745)
  $(153,809)Adjustments to reconcile net income (loss) tocash flows from operating activities:Depreciation, depletion and amortization
  48,718
  23,725Minority interest in loss of subsidiary
  0
  (120,334)Changes in operating assets and liabilities:Accounts receivable
  (215,573)
  202,617Inventories
  0
  34,000Other current assets
  (7,636)
  (42,988)Accounts payable
  85,106
  (50,088)Accrued expenses
  62,372
  (84,268)Cash flows from operating activities
  (203,758)
  (191,145)Cash flows from
  investing activities:Purchases of property and equipment
  (61,988)
  (15,055)Investments in unconsolidated corporations
  0
  (35,000)Cash flows from investing activities
  (61,988)
  (50,055)Cash flows from
  financing activities:Payments on notes payable - related parties
  0
  (21,276)Payments on long-term debt
  (1,936)
  (27,276)Payments on capital lease obligations
  0
  (2,000)Proceeds from long term debt
  0Net
  proceeds from sale of common stock
  (315)
  624,777Proceeds from exercise of stock options and warrants
  0
  118,767Collection on stock subscriptions receivable
  0
  62,797Cash flows from financing activities
  (2,251)
  755,789Increase (decrease)
  in cash and cash equivalents
  (267,997)
  514,589Cash and cash
  equivalents, beginning of period
  486,901
  1,026,036Cash and cash
  equivalents, end of period
  $218,904
  $1,540,625Noncash investing
  and financing activities:Issuance of common stock for debt retirement
  $0
  $158,689Issuance of common stock for Mail Call stock
  $0
  $1,000,000