U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-QSB   x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the quarterly period ended March 31, 2005 o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from Commission File No. 000-50214   WIRELESS HOLDINGS, INC. (Exact name of small business issuer as specified in its charter)   Florida
26-0067474(State or other jurisdiction of incorporationor organization)
(I.R.S. Employer Identification No.) 483 NE 20Th Street Boca Raton, FL 33431 (Address of Principal Executive Offices) (561) 347-9220 (Issuers telephone number) (Former name, address and fiscal year, if changed since last report)  Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

No  Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes

No  State the number of shares outstanding of each of the issuers classes of common equity, as of May 13, 2005: 30,146,250 shares of common stock.      WIRELESS HOLDINGS, INC.

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.
Financial StatementsItem 2.
Managements Discussion and Analysis of Financial ConditionItem 3.
Control and ProceduresPART II-- OTHER INFORMATION

Item 1.
Legal ProceedingsItem 2.
Changes in SecuritiesItem 3.
Defaults Upon Senior SecuritiesItem 4.
Submission of Matters to a Vote of Security HoldersItem 5.
Other InformationItem 6.
Exhibits and Reports on Form 8-KSignature





Item 1.
Financial InformationBASIS OF PRESENTATION

The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended March 31, 2005 are not necessarily indicative of results that may be expected for the year ending December 31, 2005. The financial statements are presented on the accrual basis.









WIRELESS HOLDINGS, INC.



CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



March 31, 2005

(Unaudited)





TABLE OF CONTENTS









PageCondensed Consolidated Balance Sheets
2Condensed Consolidated Statements of Operations
3Condensed Consolidated Statements of Cash Flows
4Notes to the Condensed Consolidated Financial Statements
5-6

















WIRELESS HOLDINGS, INC.CONDENSED CONSOLIDATED BALANCE SHEETSMarch 31,

December 31,2005

2004(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents


$ 14,667

$ 13,044Accounts receivable, net


8,614

11,489Inventory


5,911

9,328Prepaid expenses and other current assets


3,865

3,865Total current assets


33,057

37,726PROPERTY AND EQUIPMENT, NET


4,138

5,100INTANGIBLE ASSETS, NET


8,750

9,500Total assets


$ 45,945

$ 52,326LIABILITIES AND SHAREHOLDERS DEFICIENCYCURRENT LIABILITIES:Accounts payable and accrued expenses


$ 27,649

$ 30,348Total current liabilities


27,649

30,348LOANS PAYABLE TO RELATED PARTY


171,325

151,325Total liabilities


198,974

181,673SHAREHOLDERS DEFICIENCY:Preferred stock- $.001 par value; 10,000,000 shares authorized, no shares

-

-issued and outstandingCommon stock - $.001 par value; 100,000,000 shares authorized;30,176,250 shares issued and outstanding


30,176

30,176Additional paid-in capital


18,298

18,298Accumulated deficit


(201,503)

(177,821)Total shareholders deficiency


(153,029)

(129,347)Total liabilities and shareholders deficiency


$ 45,945

$ 52,326-2-







WIRELESS HOLDINGS, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSThree Months Ended March 31,2005

2004(Unaudited)

(Unaudited)Revenues, net

41,480

$ 48,904Cost of Sales

22,796

18,660GROSS PROFIT

18,684

30,244Selling, general and administrative expenses

42,366

51,931NET INCOME (LOSS)

(23,682)

$ (21,687)Net loss per share - basic and diluted

(0.00)

$ (0.001)Weighted average number of sharesoutstanding - basic and diluted

30,176,250

30,146,250



-3-



WIRELESS HOLDINGS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFor the Three months ended March 31,2005

2004(Unaudited)

(Unaudited)Cash Flows From Operating Activities:Net income (loss)

$ (23,682)

$ (21,687)Adjustments to reconcile net loss to netcash used by operating activities:Allowance for doubtful accounts

827

-Depreciation and amortization

1,712

1,170Changes in assets and liabilities:Accounts receivable

2,048

3,406Inventory

3,417

(3,303)Prepaid expenses and other current assets

-

200Security deposit

-

-Accounts payable and accrued expenses

(2,699)

1,599Net cash used in operating activities

(18,377)

(18,615)Cash Flows From Investing Activities:Purchase of equipment

-

(1,546)Purchase of intangibles

-

-Net cash used in investing activities

-

(1,546)Cash Flows From Financing Activities:Proceeds from sale of stock

-

-Proceeds from related party loans

20,000

-Net cash provided (used) by financing activities

20,000

-Net increase (decrease) in cash and cash equivalents

1,623

(20,161)Cash and cash equivalents, beginning of period

13,044

40,553Cash and cash equivalents, end of period

$ 14,667

$ 20,392





-4-





WIRELESS HOLDINGS, INC.



NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



March 31, 2005

(Unaudited)



NOTE A  DESCRIPTION OF THE BUSINESS

Business Activity

Action Wireless, Inc., a wholly-owned subsidiary of Wireless Holdings, Inc., is a reseller of wireless voice and data communications products and services to business and individuals primarily located in South Florida.

Principles of Consolidation

The consolidated financial statements include the accounts of Wireless Holdings, Inc. and its wholly-owned subsidiary, Action Wireless, Inc. All intercompany accounts and transactions have been eliminated.

In June 2003, Action Wireless, Inc. became the wholly owned subsidiary of Wireless Holdings, Inc in connection with a stock purchase and share exchange agreement. Accordingly, this transaction effectively resulted in a capital transaction, in substance, and is identical to a reverse acquisition except that no goodwill or other intangible asset was recorded for accounting purposes with Action Wireless, Inc. as the accounting acquirer. The consolidated financial statements presented for periods preceding the merger are those of the accounting acquirer.

NOTE B  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the Companys annual financial statements, notes and accounting policies included in the Companys annual report on Form 10-KSB for the year ended December 31, 2004 as filed with the SEC. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of financial position as of March 31, 2005 and the related operating results and cash flows for
the interim period presented have been made. The results of operations, for the period presented are not necessarily indicative of the results to be expected for the year.



Use of Estimates



Use of estimates and assumptions by management is required in the preparation of financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates and assumptions.





- 5 -





WIRELESS HOLDINGS, INC.



NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



March 31, 2005

(Unaudited)





Earnings Per Share

Basic earnings per share (EPS) is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Shares. Diluted EPS reflects the potential dilution of securities that could share in the earnings.

Loans payable to related partyDuring the three month period ended March 31, 2005 an officer and director of the Company loaned amounts totaling $20,000 to the Company. Total loans payable to this related party are $171,325 as of March 31, 2005. Loans are due no earlier than July 1, 2005 and are non-interest bearing.

















- 6 -









Item 2.
Managements Discussion and Analysis or Plan of Operation

Overview



We are a reseller of a comprehensive suite of wireless voice and data communications products and services. We currently have agency agreements in place with T-Mobile, metro PCS and Sprint. These affiliations allow us the opportunity to satisfy a vast array of customer needs. Our customers purchase a variety of products, pricing plans, including national, regional and local rate plans as well as prepaid service plans. Our voice and data offerings are tailored to meet the communications needs of individuals, local and regional businesses. The marketing and distribution plans for our services are further targeted to the specific geographic and demographic characteristics of the south Florida markets.



We expect limited revenues until we raise additional funds and therefore we will continue to operate on a reduced budget until such time. We currently generate revenues from the sales of our wireless products and services. We were unable to raise additional funds by fiscal year end 2004, nor as of March 31, 2005 and therefore we may not be able to expand the marketing and distribution of our products and services as we currently intend. Joseph Hess, our sole officer, director and principal shareholder, has agreed that he will continue to cover the costs for our operations until additional funds become available. Although Mr. Hess has assured us that he will cover the costs of operations, we have no legal recourse if he fails to do so. Although we have no commitments for capital, other than verbal assurances from Mr. Hess, we may raise additional funds through:



-
public offerings of equity, securities convertible into equity or debt,-
private offerings of securities or debt, or-
other sources.

Our investors should assume that any additional funding will cause substantial dilution to current stockholders. In addition, we may not be able to raise additional funds on favorable terms, if at all.



Capital Resources and Liquidity.



As of March 31, 2005, we had $14,667 in cash. Our general and administrative expenses are expected to average $2,000 per month for the next 12 months. The net cash provided (used) by operating activities for the three months ended March 31, 2005 and 2004 was $(18,377) and $(18,615), respectively. The net cash provided (used) by investing activities for the three months ended March 31,2005 and 2004 was $0 and $(1,546), respectively. The net cash provided by financing activities for the three months ended March 31, 2005 and 2004 was $20,000 and $0, respectively.



We believe that we will have sufficient cash to meet our minimum expenses for the next 12 months but we will be unable to expand on our business unless we are successful in raising additional capital. In addition, we willneed to raise additional capital to continue or operations past 12 months, and there is no assurance we will be successful in raising the needed capital. Currently, we do not have any material commitments for capital expenditures. We will need additional capital to expand or operate our business which could be difficult to obtain. Failure to obtain additional capital may preclude us from taking advantage of future opportunities, growing the business or responding to competitive pressures. Other than the commitment by Mr. Hess to provide necessary funding to us, we do not have any external sources of liquidity. The amount of capital required will depend on a number of factors,
including:



o
Subscriber growth;o
The type of wireless messaging devices and services required by customers;o
Marketing and sales expenses ando
Competitive conditions.









The funds to finance future capital needs are expected to be generated from operations. No assurance can be given that we will be able to generate sufficient cash flow to finance future capital needs. If cash flow from operations is not sufficient, no assurance can be given that additional equity or debt financing will be available when needed on acceptable terms, if at all. On September 3, 2003, we purchased assets consisting of furniture, fixtures, and office equipment, lease rights to our current premises and the website with our domain name for a total of $18,500 from Progressive Cellular Incorporated. Our management does not believe that this transaction was an acquisition of a business but rather the purchase of certain assets of Progressive Cellular since we did not succeed to the business of Progressive Cellular.



Results of Operations



For the Three Months Ended March 31, 2005 and 2004 Revenues decreased from $48,904 for the three month period ended March 31,2004 to $41,480 for the three month period ended March 31, 2005, a decrease of $7,424. These revenues were generated mainly from sales of cellular services and equipment, paging services and to a lesser extent from accessory sales. We believe that the reason for the decrease in revenue from 2004 to 2005 was due to seasonal adjustments and less retail traffic in general.



Selling, general and administrative expenses decreased from $51,931 for the three-month period ended March 31, 2004 to $42,366 for the three month period ended March 31, 2005, a decrease of $9,565. The decrease in operating expenses was due to our decreased sale, marketing and advertising expenditures. Gross profit decreased from $30,244 for the three-month period ended March 31, 2004 to $18,684 for the three-month period ended March 31, 2005 a decrease of $11,560 due to our decrease in revenues.



Critical Accounting Policies



Wireless Holdings financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (GAAP). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or
conditions. We continue to monitor significant estimates made during the preparation of our financial statements. Our significant accounting policies are summarized in Note B of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, Wireless Holdings views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on Wireless Holdings consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimatemethodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.





Item 3.
Controls and Procedures

(a)
Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the Certifying Officers) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that ourdisclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.



(b)
Changes in internal controls.

Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no suchcontrol actions with regard to significant deficiencies and material weaknesses.









PART II - OTHER INFORMATION



Item 1.
Legal Proceedings.

The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.



Item 2.
Changes in Securities.

None



Item 3.
Defaults Upon Senior Securities.

None



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

No matter was submitted during the quarter ending March 31, 2005,covered by this report to a vote of the Companys shareholders, through the solicitation of proxies or otherwise.



Item 5.
Other Information.

None



Item 6.
Exhibits and Reports of Form 8-K.

(a)
Exhibits

31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 200232.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002(b)
Reports of Form 8-KNone





SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.



WIRELESS HOLDINGS, INC.
Registrant



Date: May 13, 2005
By: Joseph HessJoseph HessPresident, Chief Executive Officerand Chief Financial Officer