SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1

                                   [Mark One]

[ X ] ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the fiscal year ended June 30, 1997

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

For the transition period from ____________________ to _____________________.

                          Commission file no.: 0-22848

                            U.S. WIRELESS DATA, INC.
                            ------------------------
                 (Name of small business issuer in its charter)

           Colorado                                       84-1178691
           --------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

           2200 Powell Street, Suite 450, Emeryville, California 94608
           -----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (510) 596-2025
                                                           --------------

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered under Section 12(g) of the Exchange Act

                        No Par Value Class A Common Stock
                        ---------------------------------
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

The issuer's revenues for the fiscal year ended June 30, 1997 were $1,315,542

The  aggregate  market value of the issuer's  voting stock held as of August 31,
1997 by non-affiliates of the Registrant was approximately  $18,581,000 based on
an average price of $3.49 as of August 29, 1997.

As of August  31,  1997,  the issuer  had  9,113,952  shares of its no par value
common stock outstanding.

Transitional Small Business Disclosure Format (check one):


                               Yes ___  No _X_
<PAGE>


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Results of Operations

         U.S.  Wireless Data, Inc. was  incorporated on July 30, 1991, and is in
the business of  designing,  manufacturing  and marketing a line of wireless and
portable credit card and check authorization terminals. The Company completed an
initial public offering in December of 1993, and in 1994, completed  development
of its initial  product,  negotiated  agreements  with  suppliers of components,
developed a marketing  strategy,  and initiated sales of the POS-50(R)  portable
credit card and check  verification  terminal.  During fiscal 1996,  the Company
continued to promote its product through  Independent Sales  Organization  (ISO)
channels  and  began  development  on its new CDPD  product  line.  The  Company
continued  its  efforts on the  POS-50(R)  and in the  second  half of the year,
introduced two new  CDPD-based  products.  Substantially  all the revenue of the
Company for fiscal year 1996 was derived from the sale of inventories  for which
the Company had previously paid.

         As the Company  entered fiscal year 1997, it continued to struggle with
profitability  and  liquidity.  In October 1996,  the Company closed its Boulder
office and  consolidated  operations  in  Colorado  Springs,  Colorado.  A small
customer  service  and  POS-50  deployment  office  was  opened in Wheat  Ridge,
Colorado.  As  part  of  the  restructuring  plan,  Michael  J.  Brisnehan,  its
president, principal executive officer and chief financial officer resigned. Rod
L.  Stambaugh,  chairman and former vice  president  of  marketing  and business
development was appointed  president and chief executive officer.  During fiscal
year 1997,  headcount  was  maintained at  approximately  10 employees and ended
June, 1997 at eight.

         A strategic  decision  was made to  transition  the Company from a "box
maker" to providing a credit/debit card processing  solution to the marketplace.
In January,  1997 the Company executed a Member Service Provider  agreement with
NOVA Information  Systems that  establishes U.S.  Wireless Data as a transaction
processing  service  provider to retail  merchants.  The NOVA  arrangement  also
allows the Company to generate a recurring revenue stream from each installation
instead  of the  previous  per unit  sales  approach.  Another  key piece of the
strategic  direction  was to  significantly  broaden  distribution  of the TRANZ
Enabler CDPD based  product by  developing  distribution  agreements  with large
communications  carriers for direct distribution of products and services to the
merchant.  In  preparation  for this  effort,  the company  signed CDPD air time
agreements with AT&T Wireless Services, Bell Atlantic NYNEX Mobile and initiated
discussions with GTE regarding a joint marketing and operating  agreement.  USWD
has specific  commitments  under these  agreements  including  minimum  purchase
obligations and staffing requirements.

         In the fourth quarter of fiscal 1997, it was clear that the Company had
a very significant  market  opportunity but had extremely  limited financial and
human resources to apply to an aggressive CDPD product  roll-out.  In June 1997,
the Company engaged entrenet Group, LLC.,  (entrenet),  a management  consulting
group, to assist with the development of a detailed  marketing and business plan
and introduction of financing sources.  The Agreement has a term of one year and
USWD agreed to pay  entrenet  $150,000 in the form of a  convertible  debenture,
bearing  interest at 10% per annum.  Entrenet is entitled to a finder's  fee for
locating  direct  financing  sources  for the  Company.  USWD and  entrenet  are
discussing certain  modifications to the compensation terms of the agreement and
USWD expects to issue the  debenture  to entrenet in the  immediate  future.  In
August 1997, through an introduction by entrenet,  the Company retained Liviakis
Financial  Communications  Inc.  (Liviakis)  to advise and assist the company in
matters  concerning   investor   relations,   corporate  finance  and  strategic
management planning. Through Liviakis, the Company completed a private placement
                                       13
<PAGE>
of restricted securities. Through this financing, the Company raised $500,000 in
cash for common stock and warrants which, if all warrants were exercised,  would
total 5.1 million shares of common stock. See "Subsequent Events", below.

         The Company  undertook a focused  effort to strengthen  and broaden its
management  team. In early August 1997,  the Company  retained Evon Kelly as its
chief executive  officer.  Also in August, the Company hired a vice president of
sales,  vice  president  of  major  accounts,  and in  September  added  a chief
financial officer.  The company is actively  recruiting and hiring marketing and
sales personnel for deployment on a nationwide basis as joint marketing programs
with the major wireless carriers are implemented.  The retention of these people
is expected to bring the necessary expertise to implement the Company's business
plan.

         In August 1997, GTE and USWD announced a joint  marketing and operating
agreement to distribute  the  Company's  TRANZ  Enabler  credit card  processing
system  through  GTE's CDPD sales  network to  merchants  . Both  companies  are
engaged in a nation  wide  deployment  which will  extend  TRANZ  Enabler  sales
through  over 400 GTE sales  representatives.  The Company  has also  executed a
purchase  agreement  with Wellex  Corporation  for the  manufacture of the TRANZ
Enabler units and is negotiating an agreement with GTE Leasing for the financing
of the inventory procurement.

         The  development of the Company's  infrastructure  and expansion of the
sales and marketing  organization requires additional financing resources.  U.S.
Wireless  is working  both  directly  and through  its  consultants  to secure a
capital  infusion  which will  finance  the  Company's  growth.  See  "Financial
Condition, Capital Resources and Liquidity", below.


Fiscal 1997 Compared to Fiscal 1996

     Net  sales of  $1,315,542  for  fiscal  1997  decreased  from net  sales of
$1,582,553  generated  during  fiscal  1996.  Unit sales  during both years were
approximately  the same.  The decrease in sales dollars is  attributable  to: a)
reductions  in  retail  prices  from one year to the next,  and b)  slower  than
anticipated sales of the CDPD-based POS-500(R) unit.

         Gross margins increased from a negative  $1,303,879 in fiscal 1996 to a
positive $506,095 for fiscal 1997. This increase is attributable to a $1,525,000
write-down of inventories during fiscal 1996,  resulting from declines in market
value of such  inventories  relative to cost,  compared to the 1997 gross margin
which shows a  significant  increase due mainly to lower costs for the POS-50(R)
from a major supplier.

         Selling,  general and administrative expenses decreased from $1,365,235
in fiscal 1996 to $812,687 in fiscal 1997.  This  decrease was due primarily to:
a)  headcount  reductions  in  sales,  marketing  and  administration  over 1996
staffing  levels  reduced  salary expense by  approximately  $182,000;  b) legal
expense  reductions in 1997 from the  approximately  $226,000 incurred in fiscal
1996  (related to class  action  lawsuits  filed  against the Company due to the
Direct  Data  failure);  and c)  significant  reductions  in bad  debt  expense,
depreciation, royalty expense, relocation expense, and rent expense.

         Inventory  write-offs  decreased from $1,525,000 in fiscal 1996 (due to
declines  in the market  value of  inventories  relative  to cost) to $15,400 in
fiscal 1997.


Financial Condition, Capital Resources and Liquidity

             The Company  continues to have significant  concerns  regarding its
financial  condition and  liquidity.  While the Company is  optimistic  with its
medium and long term opportunities, it is constrained by its immediate financial
condition and requirement for increased liquidity. The Company has accumulated a
deficit of  approximately  $17.0  million  since  inception  and currently has a
negative working capital  position.  The Company's CDPD based products,  the GTE
joint marketing and distribution agreement,  pending distribution agreements and
transition to a recurring  revenue focus present an opportunity  for significant
revenue  growth,  an eventual return to  profitability,  and the generation of a
positive cash flow from operations. At present, the development of the Company's
infrastructure  and expansion of the sales and marketing  organization  requires
additional financing. Implementation of the Company's business plan is dependent
on the infusion of new debt or equity financing.  As of the date of this report,
the Company is seeking to raise between $2 to $4 million. The Company is working
both directly and through its  consultants to secure  additional  debt or equity
financing which is expected to fund the Company's  growth.  While  management is
confident it can  accomplish  this  objective,  there is no guarantee  that this
additional funding will occur in the required time frame.
                                       14
<PAGE>
Forward-Looking Statements

             The Company may, in discussions of its future plans, objectives and
expected  performance  in  periodic  reports  filed  by  the  Company  with  the
Securities  and Exchange  Commission  (or  documents  incorporated  by reference
therein)  and in written and oral  presentations  made by the  Company,  include
projections or other  forward-looking  statements  within the meaning of Section
27A of the  Securities Act of 1933 or Section 12E of the Securities Act of 1934,
as  amended.  Such  projections  and  forward-looking  statements  are  based on
assumptions  which the Company believes are reasonable,  but are by their nature
inherently  uncertain.  In all cases results could differ  materially from those
projected.  Some of the  important  factors that could cause  actual  results to
differ from any such projections or other forward-looking statements follow.

             History of Losses and Potential  Fluctuations in Operating Results.
Through  the end of the fiscal  year  ending  June 30,  1997,  the  Company  had
experienced  significant  operating  losses.  In  addition,  because the Company
generally ships its products on the basis of purchase orders,  operating results
in any quarter  are highly  dependent  on orders  shipped in that  quarter  and,
accordingly,  may fluctuate  materially  from quarter to quarter.  The Company's
operating  expense  levels are based on the  Company's  internal  forecasts  for
future demand and not on firm customer orders. Failure by the Company to achieve
these internal  forecasts could result in expense levels which are  inconsistent
with actual revenues.  The Company's results may also be affected by fluctuating
demand for the  Company's  products and by increases in the costs of  components
acquired from the Company's vendors.

             Distribution  Program.  In the past fiscal year CSI  accounted  for
over 50% of the Company's revenue.  The roll-out of the GTE distribution program
is expected to have a material  impact on the Company's  future revenue  stream.
While the Company anticipates it will execute distribution agreements with other
significant partners,  the loss of, or substantial  diminution of purchases from
the Company  through any of these  distributors  could have a material effect on
the Company.

             The  Company's   Dependence  on  a  Single  Type  of  Product.  and
Technological  Change.  All of the Company's  revenues are derived from sales of
its credit card transaction or CDPD enabling products. Demand for these products
could be affected by numerous factors outside the Company's control,  including,
among others, market acceptance by prospective customers, or the introduction of
new or superior  competing  technologies.  The Company's  success will depend in
part on its  ability to respond  quickly to  technological  changes  through the
development and improvement of its products.

             Competition by Existing Competitors and Potential New Entrants Into
the Market.. The Company has identified several potential competitors attempting
to develop CDPD based  terminals  and  solutions.  In addition,  companies  with
substantially greater financial, technical,  marketing,  manufacturing and human
resources,  as well as name  recognition,  than the  Company  may also enter the
market.

             Requirement for Additional Capital. Implementation of the Company's
business plan is dependent on the infusion of new debt or equity  financing.  As
of the date of filing this report, the Company is seeking to raise between $2 to
$4  million  through  such  financing.  While  management  is  confident  it can
accomplish  this objective,  there is no guarantee that this additional  funding
will occur in the required time frame.

             Untimely  Filing of 1996 Proxy  Statement.  The Company  apparently
inadvertently  failed to file its 1996 Proxy  Statement  with the Securities and
Exchange  Commission  within 120 days of the end of fiscal year 1996.  Copies of
the Proxy  Statement  were  distributed  to all  shareholders  of the Company in
conjunction with the Company's 1996 Annual Shareholder  Meeting,  which involved
only the election of directors and the retention of accountants. The Company has
since filed the 1996 Proxy Statement with the Commission. It is not certain what
liability, if any, the Company might have as a result of its untimely filing.


Subsequent Events

         Subsequent  to June 30, 1997,  the Company has  continued to experience
inadequate sales volume on its products through its traditional  sales channels.
As a result, the Company is implementing a strategic decision to shift from only
a "box maker" to also a reseller of credit card processing products and services
which generate  recurring  revenue.  The Company is focused on strengthening the
management team, building a sales and support organization, implementing the GTE
                                       15

<PAGE>
distribution   roll-out,   starting  the  transition  to  a  recurring   revenue
orientation and acquiring additional funding. Key subsequent events are outlined
as follows:

         o  In  August   1997,   the   Company   retained   Liviakis   Financial
Communications,  Inc.  to advise and assist  the  Company in matters  concerning
investor  relations,   corporate  finance  and  strategic  management  planning.
Remuneration for the consulting  agreement which has a term of one year includes
$10,000 in cash over a one year period and 300,000 shares of unregistered  stock
with 150,000  shares of the stock  payable over a 10-month  period.  The Company
completed a private placement of restricted  securities pursuant to Regulation D
of the Securities Act of 1933 with two officers of Liviakis.  The Company raised
$500,000 in cash for 3.5 million shares of common stock and 1.6 million warrants
to purchase common stock for $.01 per share,  exercisable  from January 15, 1998
through  August 4,  2002.  The  securities  carry  future  registration  rights,
including a one-time demand registration, with fees to be paid by the Company.

         o In early August 1997, the Company  announced the  appointment of Evon
Kelly to the  position  of Chief  Executive  Officer.  At this  same  time,  Rod
Stambaugh assumed the position of President.  Also in August,  the Company hired
Clyde Casciato,  Vice President  Sales; Tom Cote, Vice President Major Accounts;
and in September hired Robert Robichaud, Chief Financial Officer.

         o In August 1997, GTE Wireless and U.S. Wireless Data, Inc. announced a
joint marketing and operating  agreement to distribute USWD's  proprietary TRANZ
Enabler credit card processing  system using GTE's CDPD network.  Both companies
are engaged in a nation wide deployment which will extend TRANZ Enabler sales to
merchants  through over 400 GTE sales  representatives.  The agreement  contains
certain operational and financial performance criteria,  directly related to the
joint marketing program, which must be met by the Company.

         o In September  1997, the Company  executed a lease for office space in
Emeryville,  California.  The lease provides for approximately 4,000 square feet
at an initial rate of $9,942 per month commencing  October,  1997 and containing
an initial term of 5 years.  The monthly rent will progress to a rate of $11,640
in year five.

         o In  September  1997,  the Company  signed an  agreement  with Unicard
Systems Inc. to develop terminal application software that will perform both the
Unicard  enrollment  process as well as deliver wireless credit card transaction
processing. Unicard Systems will become a registered agent of U.S. Wireless Data
and has placed an initial order for 400 TRANZ Enabler units.  Unicard Systems is
a Dallas based service provider to over 500 restaurants and nightclubs in Texas.

         o In October  1997,  the Company  signed an  exclusive  agreement  with
GoldCan  Recycling,  Inc.  for  wireless  monitoring  of its  state  of the  art
automated aluminum redemption  centers.  This is the first application of USWD's
TRANZ Enabler technology outside the credit  card/point-of-sale  industry.  USWD
will receive a monthly equipment and wireless service fee on every TRANZ Enabler
placed by GoldCan. GoldCan anticipates placing in excess of 3,000 units over the
next three years.

         o Between  October 14 and 20, 1997, the Company  received a bridge loan
from Liviakis Financial Communications,  Inc. for $200,000 pending completion of
more  permanent  financing.  Following a  significant  funding  (greater than $2
million)  the  Company  will repay the bridge  loan along with  interest of nine
percent.

                                       16
<PAGE>

PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT.


Directors and Executive Officers
<TABLE>
<CAPTION>
         The  following  table  sets  forth  information  with  respect  to  the
directors and executive officers of the Company.

Name                                   Age           Position
----                                   ---           --------
<S>                                    <C>           <C>                                    
Evon A. Kelly.....................     56            Chief Executive Officer and Director
Rod L. Stambaugh..................     37            Chairman of the Board and President
Robert E. Robichaud...............     44            Chief Financial and Principal
                                                     Accounting Officer, Treasurer and
                                                     Assistant Secretary
Alan B. Roberts...................     51            Director
Chester N. Winter.................     66            Director
Caesar Berger.....................     50            Director
Clyde Casciato....................     42            Vice President - Sales
Thomas Cote.......................     49            Vice President - Major Account Sales
</TABLE>
         Information on each of the Company's  Executive  Officers and Directors
is set forth below:

Evon Kelly,  Chief  Executive  Officer and Director  since  August  1997.  Until
joining the Company in August of 1997,  and since 1991,  Mr. Kelly was president
of Kelly Learning Alliance, a consulting firm he founded,  which addresses areas
in human resource  development,  organizational  development and sales dynamics.
Kelly  Learning  Alliance  clients have included  Motorola,  Xerox Corp. and NEC
Corp. From 1988 to 1991, Mr. Kelly was vice president of sales and operations at
Wilson Learning Corp.,  where he was responsible for developing and implementing
sales and marketing strategies. From 1986 to 1988, Mr. Kelly was a regional vice
president of store  operations for Federated  Department  Stores Inc.,  where he
supervised  over  1,500  employees  and was  responsible  for  profit  and  loss
performance.  From 1973 to 1983, Mr. Kelly held several key positions with Xerox
Corp.,  including  manager of supply  business  center  where he was  directed a
national sales force of 400. Mr. Kelly received his Bachelor of Arts degree from
Boston College. Mr. Kelly devotes full time to the affairs of the Company.

Rod L.  Stambaugh,  President  since  October  1996 and Chairman of the Board of
Directors since July 1995. Mr.  Stambaugh  served as Chief Executive  Officer of
the Company  from  October  1996 until  August  1997,  when Mr. Kelly joined the
Company. He was a Vice President in charge of marketing and business development
for the Company from 1991  through  October  1996.  Mr.  Stambaugh  was also the
Corporate Secretary from September 1995 until October 1996. Mr. Stambaugh is one
of the  founders of the Company  and has devoted his full  business  time to the
Company since August 1991. He co-founded  U.S.  Wireless,  Inc., a nonaffiliated
retail  cellular  phone  center,  at which he worked full time from January 1990
through July 1991. Mr. Stambaugh served on the Company's Board of Directors from
July 1991 through  October  1994,  rejoining the Board as Chairman in July 1995.
Mr.  Stambaugh  graduated  from Baker  University in 1982 with a B.S.  degree in
psychology, and a minor in business administration.

Robert E.  Robichaud,  Chief  Financial and Principal  Accounting  Officer since
September  1997.  Since  1985 Mr.  Robichaud  has  held  several  key  financial
management  positions at Triad  Systems  Corp.  including  Director of Financial
Planning and Analysis and most recently, Director of Finance. Triad Systems is a
provider of  software,  hardware  and  information  management  solutions  which
recorded  1996  revenues in excess of $180  million.  Triad Systems was a NASDAQ
listed company and was acquired by Cooperative  Computing Inc. on Feb. 27, 1997,
for  approximately  $200 million.  Mr. Robichaud  received a bachelors degree in
economics  from  Fairfield  University  in 1976 and a MBA from Rutgers  Graduate
School of Business in 1978.
                                       32

<PAGE>
Alan B. Roberts,  Director  since October 1994.  Mr.  Roberts is the Director of
Product  Development  and Vice President of U.S.  Operations  for  International
Verifact, Inc. He was President and Chief Executive Officer of USWD from October
1, 1994,  until July 10, 1995, and Vice President of Operations for Direct Data,
Inc. (the Company's wholly-owned  subsidiary that was dissolved in October 1995)
from February 1994 until  September  1994.  Prior to that time,  Mr. Roberts was
Director  of Product  Marketing  for  Verifone,  Inc.,  the  industry  leader in
point-of-sale  terminal  products.  While at Verifone from 1986 to 1994, he also
held  various  other  management   positions,   including  Director  of  Product
Management.  Mr.  Roberts  graduated from the University of Texas in 1967 with a
bachelors  degree in  Mathematics  and in 1969 with a masters degree in Computer
Sciences.

Chester N. Winter, Director since February 1994. Mr. Winter is a general partner
of Colorado  Incubator  Fund,  L.P., a venture capital fund, and also works as a
business  consultant  at Paradigm  Partners,  L.L.C.  From 1989 to 1992,  he was
Chairman  and Chief  Executive  Officer of Clinical  Diagnostics,  Inc.,  a home
health  care  product  distributor.  Also from 1989 to 1992,  he was Senior Vice
President of Sinco International Investments, Inc., a real estate investment and
development  company.  He  received  a Masters  degree  from the  University  of
Colorado.

Caesar  Berger,  Director  since  December  1995.  Mr.  Berger is a senior  Vice
President of Cardservice  International,  Inc.  where he is responsible  for the
Technology Group. Mr. Berger joined Cardservice International in August of 1994.
Prior to that,  Mr. Berger served for more than ten years as President,  and was
the founder of,  Computer  Based  Controls,  Inc. a  wholly-owned  subsidiary of
Electronic  Clearing  House Inc.  Mr.  Berger was a  principal  on the  American
Express Money Order project which  resulted in the  deployment of over 17,000 of
the Money  Order  dispensers  operating  today in over 10,000  retail  locations
nationwide.  Mr. Berger graduated in 1970 from Lvov Polytech  Institute with the
equivalent of an M.S. degree in Electronics and Computer Science.

Clyde  Casciato,  Vice  President of Sales since August  1997.  Since 1989,  Mr.
Casciato has held several management  positions at AT&T Wireless  Services,  the
wireless business unit of AT&T Corp., including Director of Sales and Marketing,
District  Manager -  Major/National  Accounts  and most  recently,  Western U.S.
Regional  Sales/Distribution  manager - Wireless Data. Mr. Casciato played a key
role in helping to establish AT&T Wireless  Services as the market leader in the
emerging wireless data (packet and circuit switched) business segment. From 1984
to 1989, he held key sales management  positions at Xerox Corp.  including Major
Account Manager and Program Sales Manager.

Tom Cote,  Vice  President of Corporate & Major Account Sales since August 1997.
Mr. Cote has over 20 years experience in the investment  industry,  working with
corporations,  investment advisors,  banks and trust departments  throughout the
United  States  and  Europe.  From  1994-1996  Mr.  Cote  was  Director  of Bank
Securities  Association  where he  managed  all  activities  of this bank  trade
association.  From 1992  through 1994 he served as  Corporate  Vice  President -
Institutional Services for Meridian Investment Management. Mr. Cote's experience
also includes Vice  President - Global  Custody Sales (Europe & Middle East) for
Security  Pacific  National Bank,  Vice President -  Institutional  Sales for GT
Global  Financial  Services,   Institutional   Account  Executive  for  Fidelity
Investments,  Consultant  Investment  Services for Coopers & Lybrand,  Assistant
Vice  President - Corporate  Trust Sales for  Security  Pacific  National  Bank,
Director  of  Marketing  for  Pacific  Stock  Exchange,  and  Marketing  Service
Representative for Foster & Kleiser Outdoor Advertising.  Mr. Cote received a BA
in Fine Arts from the University of California at Los Angeles in 1971.

Board of Directors and Committees

         The Company has a standing  audit  committee  which consists of Messrs.
Winter and Roberts. The audit committee  recommends  engagement of the Company's
independent  accountants,  approves services performed by such accountants,  and
reviews and evaluates the Company's accounting system of internal controls.  The
audit committee did not meet during fiscal year 1997; however, these issues were
discussed at the board meeting. The Company does not have standing nominating or
compensation committees.  The functions which these committees would perform are
performed by the Board as a whole.

         The Company's  Board of Directors met once during fiscal year 1997. All
directors attended the meeting.  Business of the Company was conducted primarily
through   consultation  among  management  and  directors  followed  by  consent
resolutions adopted by all members of the Board of Directors.
                                       33
<PAGE>
Compensation of Directors

         Directors who are not employees of the Company  receive an annual stock
option to purchase  20,000  shares of the Company's  Common Stock.  The grant is
made  pursuant to the  Company's  1992 Stock  Option Plan as of each  director's
anniversary  date,  with an  exercise  price  equal to the  market  value of the
underlying stock as of the date of grant.  Options vest 25% on the date of grant
and 25% on each six-month anniversary  thereafter.  This is the only arrangement
for  compensation of directors.  A total of 20,000 stock options were granted to
non-employee  directors  during the fiscal  year  ended  June 30,  1997,  and an
additional 40,000 options are issuable under the Plan.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  officers,  directors,  and persons  owning more than ten percent of a
registered class of the Company's equity securities ("ten percent shareholders")
to file reports of ownership and changes of ownership  with the  Securities  and
Exchange Commission ("SEC").  Officers,  directors, and ten percent shareholders
are  required  by SEC  regulations  to furnish  the  Company  with copies of all
Section 16(a) reports they file with the SEC.

             To the  Company's  knowledge,  based  solely  on its  review of the
copies of such reports and  amendments  thereto  furnished  to the Company,  and
written  representations  that no  other  reports  were  required,  the  Company
believes that during the Company's  fiscal year ended June 30,1997,  all Section
16(a) filing requirements applicable to the Company's officers,  directors,  and
ten percent  shareholders were complied with except as follows: Mr. Alan Roberts
did not  timely  file a Form 4 or Form 5 to report the  acquisition  of a 20,000
share stock option as of  September  29, 1996;  Mr.  Caesar  Berger did not file
Forms 4 or a Form 5 to report the  exercise of a 10,000  share  stock  option on
June 12, 1997, or the sale of 10,000 shares of Common Stock on or about June 30,
1997.


ITEM 10.  EXECUTIVE COMPENSATION

Executive Compensation

         The following  table shows all the  compensation  paid or to be paid by
the  Company to its Chief  Executive  Officer  (the "Named  Executive  Officer")
during the fiscal year ended June 30, 1997.  Mr.  Stambaugh did not serve as CEO
for the Company during the fiscal years ended June 30, 1996 and 1995.
<TABLE>
<CAPTION>
                                             Summary Compensation Table

                                                                         Long-Term
                              Annual Compensation                        Compensation
                              -------------------                        ------------
                                                                         Securities
                                                                         Underlying
Name, Principal                                                          Options           All Other
Position and Period           Salary ($)      Bonus ($)     Other ($)    Granted (#)       Compensation ($)
                              ----------      ---------     ---------    -----------       ----------------
<S>                               <C>             <C>           <C>            <C>                 <C>
Rod L.  Stambaugh (1), Chief      79,881          -0-           (2)            -0-                 -0-
Executive Officer
1997
===========================================================================================================
<FN>
(1)  Mr. Stambaugh commenced service as CEO as of October 23, 1996. Mr. Stambaugh
     succeeded Mr. Michael Brisnehan, who resigned as CEO at that time.

(2)  No amounts are shown under "Other" as the aggregate  incremental cost to the
     Company of personal  benefits  provided to the executive  officer did not exceed
     10% of his annual salary and bonus during the year.
</FN>
</TABLE>
                                       34
<PAGE>
                                          Option Grants in Last Fiscal Year

No stock options were granted to the Named  Executive  Officer during the fiscal
year ended June 30, 1997.

<TABLE>
<CAPTION>
                                 Aggregate Options Exercised in the Last Fiscal Year
                                          and Fiscal Year End Option Values


                            
                              Number                    Number of Unexercised Options       Value of Unexercised,
                            of Shares                   Held   at   June   30,   1997           In-the-Money
                             Acquired      Value       -------------------------------                        
                           on Exercise  Realized ($)  Exercisable     Unexercisable    Options at June 30, 1997 (1)
                              --------  ------------  -----------------------------    ----------------------------
    Name                                                                               Exercisable    Unexercisable
    ----------------------
<S>                             <C>          <C>        <C>              <C>             <C>             <C>   
    Rod L. Stambaugh           -0-          -0-         133,400          21,600          $20,010         $3,240
<FN>
(1)  Based on the average traded price of the  underlying  shares of Common Stock
     of $.28 per share at June 30,  1997,  less the per share  exercise  price of the
     options.
</FN>
</TABLE>

Employment Agreements and Change In Control Provisions

         The Company  presently has an employment  agreement with Evon A. Kelly,
its  current  CEO,  pursuant  to  which  Mr.  Kelly  receives  $150,000  in cash
compensation  per year, plus certain bonus  compensation to be determined by the
Board of Directors. Mr. Kelly has also been granted a non-qualified stock option
to  purchase up to 600,000  shares of the  Company's  Common  Stock at $1.00 per
share,  exercisable  as to 10% as of the  date of grant  (August  4,  1997)  and
vesting at the rate of 3% per month  thereafter  so long as Mr. Kelly remains in
the employ of the Company.  All options must be exercised within 10 years of the
date of grant. All options immediately vest and become exercisable upon a change
in control.

         The Company also has employment  arrangements with Robert E. Robichaud,
Clyde  Casciato and Tom Cote.  Mr.  Robichaud  receives a salary of $125,000 per
year and may be entitled to a performance bonus of up to $25,000 for fiscal year
1998, as determined by the Board of Directors  based on the  performance  of the
Company.  Mr. Robichaud was also granted options to purchase up to 50,000 shares
of Common Stock at $3.95 per share under the  Company's  1992 Stock Option Plan,
with a  vesting  schedule  of  10%  as of his  date  of  hire  and 3% per  month
thereafter.  Messrs.  Casciato and Cote receive  salaries of $80,000 and $70,000
per year,  respectively,  and may be  entitled  to bonuses  of $30,000  each for
fiscal  year  1998,  as  determined  by the  Board  of  Directors  based  on the
performance of the Company. These employees have also been granted stock options
under the  Company's  1992 Stock Option Plan to purchase up to 50,000  shares of
Common Stock,  exercisable at $4.24 per share, with the same vesting schedule as
Mr.  Robichaud's  options.  All options  immediately vest and become exercisable
upon a change in control.

Stock Option Plan

         General.  The Company's Amended 1992 Stock Option Plan (the "Plan") was
adopted for the purpose of granting employees, directors, and consultants of the
Company  options to purchase  common stock so that they may have the opportunity
to participate in the growth of the Company and to provide the  participants  an
increased incentive to promote the interests of the Company.

         Administration  of the Plan. The Plan is  administered  by at least two
disinterested  members  of the Board of  Directors  (the  "Board")  or the Board
itself.  The Board may from time to time adopt rules and regulations as it deems
advisable for the  administration  of the Plan, and may alter,  amend or rescind
any  rules  and  regulations  in its  discretion.  The  Board  has the  power to
interpret, amend or discontinue the Plan.

         Grant of Options.  Options may be granted under the Plan for a total of
2,680,000  shares of Common  Stock.  The  number  of shares  underlying  options
available to the Plan was increased to 2,680,000  from 880,000 on August 6, 1997
by the Board of Directors,  subject to  shareholder  approval at the next Annual
Meeting of Shareholders. As of September 30, 1997, there were a total of 526,399
options outstanding under the Plan, as amended, 341,599 of which were vested. An
                                       35

<PAGE>
additional 40,000 options are issuable under the Plan to non-employee  directors
for  Fiscal  year  1997.  Additional  grants  of  options  may be  made  only to
employees,   directors  and  consultants  of  the  Company  and  any  parent  or
subsidiary.  The Board  determines the terms of options  granted under the Plan,
including the type of option (which can be an incentive  stock option within the
meaning of Section 422 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code"),  or a non-qualified  stock option),  the exercise price,  the number of
shares subject to the option,  and the  exercisability  thereof.  The Board also
determines,  at the time of grant,  the period  during  which the option will be
exercisable.

         Terms and Conditions of Options.  The Board may impose on an option any
additional  terms  and  conditions  which it deems  advisable  and which are not
inconsistent with the Plan. The exercise price of any stock option granted under
the Plan  must not be less  than  100% of the  fair  market  value of a share of
Common  Stock on the date of grant,  except as to an optionee who at the time an
incentive  stock  option is granted owns stock  possessing  more than 10% of the
total combined voting power of all classes of stock of the Company, the exercise
price of such incentive  stock option must be at least equal to 110% of the fair
market  value of the shares as of the date  prior to the date of the  grant.  In
addition,  no incentive  stock  option can be granted to any employee  where the
aggregate fair market value of the shares (determined at the date of such option
grant) for which such incentive stock options are exercisable for the first time
in any calendar year exceeds $100,000.  In connection with a merger, sale of all
of the Company's  assets,  or other transaction which results in the replacement
of the Company's Common Stock with the stock of another corporation, all granted
options (including unvested options) become exercisable immediately prior to the
consummation of the  transaction,  unless other provisions are made with respect
to those options.

         Exercise of  Options.  An optionee  may  exercise  less than all of the
matured portion of an option,  in which case such  unexercised,  matured portion
shall continue to remain  exercisable,  subject to the terms of the Plan,  until
the option  terminates.  Vested options must be exercised within three months of
an optionee's termination with the Company.

         Federal Income Tax Consequences.

         Incentive  Stock  Options.  The  Company  anticipates  that all options
granted under the Plan and treated by the Company as "incentive  stock options,"
that is, a stock  option  described  in Section  422 of the Code,  will have the
following  anticipated  (but not  guaranteed)  federal income tax  consequences,
among others:  the optionee will recognize no income at the time of grant;  upon
exercise of the incentive  stock option,  no income will result to any party; if
there is no  disposition  of the shares  until a date that is both (i) two years
from the grant of an incentive stock option and (ii) one year from its exercise,
no  amount  will  be  ordinary  income  and,  upon   disposition  in  a  taxable
transaction,  the employee will receive long-term capital gain or loss treatment
equal to the difference  between his amount  realized and the option price;  any
gain  realized  upon a  disposition  other than as set forth above may result in
ordinary income tax treatment to the optionee;  generally,  the Company receives
no deduction in connection  with the  transaction;  and,  certain  optionees may
incur  alternative  minimum  tax  treatment  under the Code upon  exercise of an
incentive stock option.

         Non-qualified   Stock  Options.   The  Company   anticipates  that  all
non-qualified  stock  options  granted  under the Plan  will have the  following
anticipated (but not guaranteed) federal income tax consequences,  among others:
the optionee will recognize no income at the time of grant; upon exercise of the
non-qualified  stock option, the individual to whom the option is granted should
be deemed  to  receive  ordinary  income  at the time of  exercise  equal to the
excess,  if any, of the fair market  value of the  acquired  shares at such time
over the option price for such shares;  if the shares acquired upon the exercise
of a non-qualified  stock option are disposed of in a taxable  transaction,  the
individual  disposing of such shares will have a realized and recognized capital
gain or loss equal to the  difference,  if any,  between the amount realized and
the adjusted basis of such shares to him; such gain or loss will be long-term or
short-term  depending on whether or not such shares are held for longer than six
months; and, the adjusted basis usually (but not always) will include the option
price plus any ordinary income described above with respect to such shares.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth information regarding beneficial ownership of the
Company's Common Stock as of September 30, 1997, for (i) each director and Named
Executive Officer of the Company,  (ii) all directors and executive  officers of
the  Company  as a group,  and (iii)  each  person  known by the  Company to own
beneficially  5% or  more  of  the  outstanding  shares  of  Common  Stock.  All
beneficial  ownership  is sole and  direct  unless  otherwise  indicated.  As of
September  30,  1997,  there were a total of  9,192,270  shares of Common  Stock
outstanding.
                                       36

<PAGE>

     Except as otherwise indicated, the address of each of the following persons
is c/o U.S. Wireless Data, Inc., 2200 Powell Street, Suite 450, Emeryville,
CA  94608.
<TABLE>
<CAPTION>

                                           Shares Beneficially Owned (1)
                                           -----------------------------
                                                                             Percent of
Name of Beneficial Owner                                          Number        Class
-----------------------------------------------------------     ---------       -----
<S>                                                           <C>              <C> 
Rod L. Stambaugh ..........................................     422,900(2)       4.5%
Evon A. Kelly .............................................      96,000(3)       1.0%
Alan B. Roberts ...........................................      23,740(4)        *
Chester N. Winter .........................................      80,281(5)        *
Caesar Berger .............................................     202,704(6)       2.2%
 John Liviakis ............................................   2,748,750(7)      29.5%
   2420 "K" Street, Suite 220
   Sacramento, CA 95816
 Robert B. Prag ...........................................     916,250(8)       9.9%
   2420 "K" Street, Suite 220
   Sacramento, CA 95816
 entrenet Group, LLC ......................................     700,000(9)       7.1%
   5213 El Mercado Parkway, Suite D
   Santa Rosa, CA 95403
All directors and executive officers as a group (8 persons)     852,625(10)      8.9%

<FN>
 *   Represents less than 1% of outstanding shares.

(1)  The persons named in this table have sole voting and investment  power with
     respect to all shares of Common Stock shown as beneficially  owned by them,
     subject to community property laws where applicable and except as otherwise
     indicated  in the other  footnotes to this table.  Beneficial  ownership is
     determined  in  accordance  with the rules of the  Securities  and Exchange
     Commission.  In  computing  the  number of shares  beneficially  owned by a
     person and the percentage ownership of that person,  shares of Common Stock
     subject  to  options,  warrants  or  rights  held by that  person  that are
     currently  exercisable or exercisable or issuable within 60 days are deemed
     outstanding.  Such  shares,  however,  are not deemed  outstanding  for the
     purpose of computing the percentage ownership of any other person.

(2)  Includes shares underlying a total of 145,500 options exercisable within 60
     days of September 30, 1997.

(3)  Represents shares underlying a total of 96,000 options  exercisable  within
     60 days of September 30, 1997.

(4)  Includes  shares  underlying a total of 15,000  options and 2,631  warrants
     exercisable within 60 days of September 30, 1997.

(5)  Includes shares underlying a total of 67,781 options  exercisable within 60
     days of September 30, 1997.

(6)  Includes 192,704 shares owned of record by Cardservice International,  Inc.
     ("CSI"),  a company for which Mr. Berger serves as executive vice president
     and  which  is  a  significant   customer  of  the  Company.  See  "Certain
     Transactions." Mr. Berger disclaims any beneficial  ownership of the shares
     owned or record by CSI. Also  includes  10,000  shares  underlying  options
     exercisable within 60 days of September 30, 1997.

(7)  Information  based upon  Schedule 13D dated August 6, 1997 and Schedule 13D
     Amendment  No. 1 dated  September  16,  1997.  The  number of shares  shown
     includes a total of 123,750  shares of Common  Stock  issuable  to Liviakis
     Financial  Communications,  Inc. ("LFC") pursuant to a consulting agreement
     between the Company and LFC,  under which the Company is obligated to issue
     the shares as of November 15, 1997. See "Certain Transactions."

                                       37
<PAGE>
(8)  Information  based upon  Schedule 13D dated August 6, 1997 and Schedule 13D
     Amendment  No. 1 dated  September  16,  1997.  The  number of shares  shown
     includes a total of 41,250 shares of Common Stock  issuable to LFC pursuant
     to a  consulting  agreement  between the  Company and LFC,  under which the
     Company is obligated  to issue the shares to Mr. Prag, a vice  president of
     LFC, as of November 15, 1997. See "Certain Transactions."

(9)  Includes  700,000  shares  underlying  convertible  debentures  issuable as
     consulting fees to entrenet Group, LLC.

(10) Includes  all shares  underlying  options  and  warrants  as  described  in
     footnotes  (2) - (6) of this table.  Also includes a total of 27,000 shares
     underlying options issued to three additional  executive officers which are
     exercisable   within  60  days  of  September  30,  1997.   See  "Executive
     Compensation."
</FN>
</TABLE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions between the Company and Cardservice International, Inc.
--------------------------------------------------------------------

     Mr.  Caesar  Berger,  a  director  of the  Company,  is also an  officer of
Cardservice  International,  Inc. The Company and CSI have been involved in what
is primarily a customer - vendor relationship,  and CSI purchased  approximately
$698,000 and $398,000 in product from the Company in the fiscal years ended June
30,  1997 and 1996,  respectively.  In fiscal  1996,  CSI  advanced  the Company
$162,500 for the purchase of raw  materials in exchange for warrants to purchase
a total of  142,544  shares of  Common  Stock,  exercisable  at 150% of the then
current market price,  including  registration  rights on the underlying shares.
The  Company is  obligated  to pay  royalties  to CSI on future  sales of POS-50
product built with the inventory,  although  through June 30, 1997, no units had
been built using the inventory.


Transactions with Liviakis Financial Communications, Inc. ("LFC") and Affiliates
--------------------------------------------------------------------------------
of LFC
------

     In August of 1997,  the Company  entered into a Consulting  Agreement  with
Liviakis Financial Communications, Inc. ("LFC") pursuant to which the Company is
obligated to issue a total of 300,000  shares of its Common Stock as  consulting
fees to LFC over the one year term of the Consulting Agreement.  Pursuant to the
Consulting  Agreement,  the Company  will also pay LFC cash equal to 2.5% of the
gross  proceeds  received as a finder's fee as a result of any direct  financing
located for the Company by LFC.

     The  Company  also sold a total of  3,500,000  shares  of Common  Stock and
warrants to purchase an additional  1,600,000 shares of Common Stock exercisable
at $.01 per share,  to two  affiliates of LFC, John Liviakis and Robert B. Prag.
Pursuant to this  transaction,  Messrs.  Liviakis  and Prag  became  significant
shareholders of the Company.

     In October 1997, the Company received a bridge loan from Liviakis Financial
Communications,   Inc.  For  $200,000  pending   completion  of  more  permanent
financing. Following a significant funding (greater than $2 million) the Company
will repay the bridge loan along with interest of nine percent

     The  above  transactions  are  described  in  more  detail  under  Item 6 -
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Subsequent Events."


Transactions with entrenet Group, LLC
-------------------------------------

     In June 1997, the Company entered into a consulting agreement with entrenet
Group,  LLC,  for  consulting  services.  The  transaction  is  described in the
Company's  Annual  Report on Form 10-KSB for the Fiscal Year Ended June 30, 1997
under Item 6 - "Management's  Discussion and Analysis of Financial Condition and
Results of Operations - Results of Operations." The Company has renegotiated the
consideration  it will pay to  entrenet  under  the  Consulting  Agreement.  The
Company anticipates issuing a $150,000 convertible  debenture to entrenet,  with
interest  payable  at 10% per  annum,  due in full on or  before  June 2,  1998.
Principal  and interest are to be  convertible  into Common Stock of the Company
over the year ending June 2, 1998,  at the lesser of $.50 per share or the price
at which the Company offers its Common Stock for sale during such period, but in
no event lower than $.2143 per share.  At $.50 per share,  the Company  would be
required  to issue a total of  300,000  shares of Common  Stock;  at $.2413  per
                                       38

<PAGE>

share, the Company would be required to issue 700,000 shares of Common Stock. In
addition,  the  Company  expects  to issue a  second  convertible  debenture  to
entrenet  for $40,000  bearing  interest at 7% per annum,  payable in full on or
before July 24, 1998,  which will be  convertible  on the same terms and for the
same  security as any financing  secured by the Company of at least  $2,000,000.
This  debenture is in payment of a finder's  fee to entrenet  for the  financing
received  from the  affiliates  of LFC, as  described  above.  Entrenet has been
granted  "piggyback  registration  rights"  covering  all shares of Common Stock
issuable to it under these debentures.

                                       39
<PAGE>
<TABLE>
<CAPTION>
EXHIBITS AND REPORTS ON FORM 8-K

(a)          List of Exhibits Required by Item 601 of Regulation S-B
             -------------------------------------------------------

                Exhibit    Description
                -------    -----------
<S>                        <C>
                3.1        Copy of Amended Articles of Incorporation (2)

                3.2        Copy of Amended Bylaws (2)

                10.1       License and Volume Purchase Agreement with OMRON Systems of America with
                           Solectron Addendum (1)

                10.2       Promissory Note with OMRON Systems, Inc. (2)

                10.3       Supply Agreement with Novatel Communications LTD. (2)

                10.4       Release Agreement with Richard P. Draper (2)

                10.5       Copy of Amended 1992 Stock Option Plan

                10.6       Agreement for Manufacture and Purchase between USWD, Uniform Industrial Corp
                           and Cardservice International, Inc.

                10.7       AT&T CDPD Value Added Reseller Agreement dated April 30. 1997

                10.8       Bell Atlantic  AIRBRIDGE  Packet  Service  Agreement  dated
                           August  12,  1997 10.9  Engagement  Agreement  between  USWD and
                           entrenet  Group,  LLC  dated  June 3,  1997  10.10  GTE  Leasing
                           Corporation Promissory Note dated August 6, 1997

                10.11      GTE  Mobilnet   Communications   Service  and   Equipment
                           Agreement  dated August 1, 1997 10.12 Form of Demand Note issued
                           to private investors during the fourth quarter of 1997

                10.13      Liviakis Financial Communications, Inc. Consulting Agreement, and Subscription
                           Agreement for the purchase of U.S. Wireless Data, Inc. Common Stock and
                           Warrants dated July 25, 1997

                10.14      Member Service Provider Sales and Service Credit Card Processing Agreement
                           between U.S. Wireless Data, Inc. and NOVA Information Systems, Inc. dated
                           January 1, 1997

                10.15      Purchase Agreement with Unicard Systems, Inc. dated September 18, 1997

                10.16      Purchase Agreement with Wellex Systems Manufacturing & Distribution Group dated
                           August 7, 1997

                21.1       List of Subsidiaries (2)

                23.1       Consent of Independent Accountants

                27         Financial Data Schedule
<FN>
 (1)  Incorporated by reference to the reference Exhibit and Exhibit number in Registration Statement No. 33-69776-D.

 (2)  Incorporated by reference to the Company's report on Form 10-KSB filed on October 13, 1996.  (Control No. 95201388)
</FN>
</TABLE>
(b)      Reports on Form 8-K
         -------------------

     There were no reports on Form 8-K that were filed  during the last  quarter
of the fiscal year ended June 30, 1997.

                                       40
<PAGE>


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, thereunto duly
authorized.

     Dated: October 14, 1997


U.S. WIRELESS DATA, INC.


\s\ Evon A. Kelly               Chief Executive Officer and     October 14. 1997
------------------------        Director                        ----------------
Evon A. Kelly                             


In  accordance  with the Exchange  Act, this Report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated:




\s\ Evon A. Kelly               Chief Executive Officer and     October 14, 1997
------------------------         Director                       ----------------
Evon A. Kelly                  




\s\ Rod L. Stambaugh            President and Chairman of the   October 14, 1997
------------------------        Board of Directors              ----------------
Rod L. Stambaugh                




\s\ Robert E. Robichaud         Chief Financial Officer and     October 14, 1997
------------------------        Principal Accounting Officer    ----------------
Robert E. Robichaud            




------------------------        Director                         ---------------
Alan B. Roberts




\s\ Chester N. Winter           Director                        October 14, 1997
------------------------                                        ----------------
Chester N. Winter




\s\ Caesar Berger               Director                        October 14, 1997
Caesar Berger                                                   ----------------
                                       41