UNITED STATESSECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549FORM 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, 2003

| | [  ] | 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)

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

750
Lexington Avenue, New York, New York 10022
(Address of principal executive offices)   
   (Zip Code)

Registrants
telephone number, including area code:     (212)
750-7766

Securities
registered pursuant to Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Exchange Act$0.01 Par Value 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.     [X]

The
issuers revenues for the fiscal year ended June 30, 2003 were $3,725,000.
The aggregate market value of the issuers voting common equity held as of
October 24, 2003 by non-affiliates of the Issuer was approximately $6,070,000
based on the closing price of $0.36 as of October 24, 2003.

As
of October 24, 2003, the issuer had 17,630,382 shares of its $0.01 par value
common stock outstanding.

Transitional
Small Business Disclosure Format (check one):     Yes 
[  ]     No  [X]

---

EXPLANATORY
NOTE

The
purpose of this amendment is to include the information required by Part III of
Form 10-KSB, which was omitted from our Form 10-KSB as originally filed on
October 14, 2003 since we originally planned to incorporate such information by
reference to our Proxy. We now plan on filing our Proxy at a later date.

PART III

ITEM 9.
DIRECTORS AND EXECUTIVE OFFICERS

MANAGEMENT

Board of
Directors

The
following table contains certain information with respect to the directors of
the Company.

|Name              | Age | Principal Occupation | Director Since
|----------------- | --- | -------------------- | --------------
|Dean M. Leavitt   |     | 44                   |               
|                  |     |                      |               
|Barry A. Kaplan   |     | 47                   |               
|Amy L. Newmark    |     | 46                   |               
|Chester N. Winter |     | 72                   |               

Dean M.
Leavitt. Mr. Leavitt has been the Chief Executive Officer and Chairman of the Board of
Directors of the Company since May 3, 1999. Prior to joining the Company, Mr.
Leavitt was founder and President of US Data Capture, Inc., a "boutique"
credit card processing company specializing in formulating and implementing
sophisticated credit card acceptance applications for institutional clients such as
hospitals, universities, municipalities, publishing houses, professional sports teams
and transportation companies. Prior to founding US Data Capture, Mr. Leavitt served in
several management positions at real estate development, acquisitions and investment
banking organizations. Mr. Leavitt serves on the board of the Electronic Transactions
Association, the international trade association serving the needs of the
electronic payments industry. Mr. Leavitt holds a Bachelor of Arts degree in economics
and psychology from Emory University in Atlanta, Georgia.

Barry A.
Kaplan. Mr. Kaplan is a private investor. For 16 years, until June 2002, he worked
for Goldman, Sachs & Co., where he was a Managing Director. From May 2001 through May
2002, he managed proprietary investments for the firms Equity Division in the media
and telecommunications area. Prior to that he spent 15 years in the Investment
Research Department where he co-headed the departments communications and media
research efforts, and was responsible for coverage of the wireless communications and
cable television sectors. Prior to joining Goldman, Sachs in 1986, Mr. Kaplan was an
analyst at Bear, Stearns & Co. and A.G. Becker Inc. and, before that, worked in the
broadcasting industry. He is a Chartered Financial Analyst and a member of the New
York Society of Security Analysts and the Media and Entertainment Analysts
Association of New York. He is also a member of the Board of Overseers of the Brandeis
University Graduate School of International Economics and Finance. Mr. Kaplan
graduated from Brandeis University in 1977, and received his MBA from the Wharton
School of the University of Pennsylvania in 1980.

Amy L. Newmark.
Ms. Newmark is a private investor in the technology, Internet and telecommunication
fields. From 1995 to 1997, she was Executive Vice President - Strategic Planning at
Winstar Communications, Inc., a telecommunications, Internet and media company. From
1993 to 1995, Ms. Newmark was the general partner of Information Age Partners, a
hedge fund investing primarily in technology and emerging growth companies. Prior
to that she was a securities analyst specializing in telecommunications and
technology companies. She is a director of Verso Technologies, Inc. Ms. Newmark
graduated magna cum laude from Harvard College in 1979, and is a Chartered Financial
Analyst.

2

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Chester N.
Winter. Mr. Winter is a general partner of Colorado Incubator Fund, L.P., a venture
capital fund that invests in early stage high technology enterprises, including
software, materials, medical and biotechnology; a position he has held since 1991. Since
March 1993, he has also been Vice President of Paradigm Partners, LLC, a consulting
company. Mr. Winter became a director of the Company in February 1994. From February
1994 until September 1995 he served as Chairman of Highland Energy, Inc., a
subsidiary of Eastern Utility Associates. He holds B.A. and M.S. degrees in
Economics from the University of Colorado and has completed the Owner/President
Management Program at Harvard University Graduate School of Business.

Executive
Officers

The
names of, and certain information regarding, executive officers of the Company
who are not also directors, are set forth below.

|Name             | Age | Position with the Company | Officer Since
|---------------- | --- | ------------------------- | -------------
|Heidi R. Goff    |     | 56                        |              
|Charles I. Leone |     | 42                        |              
|                 |     |                           |              
|Adi Raviv        |     | 47                        |              
|                 |     |                           |              

Heidi R. Goff.
Ms. Goff has served as President and Chief Operating Officer of the Company since
October 2001. Prior to joining the Company, Ms. Goff was President and Chief Executive
Officer of ExchangePath, LLC, an Internet payments start-up company, from June 1999
to March 2001. From April 1996 to June 1999, Ms. Goff served as Executive Vice
President, Strategy and Market Development for Global Payment Systems, a joint
venture company of National Data Corporation and MasterCard International. From
November 1984 to April 1996, Ms. Goff served in several executive positions for
MasterCard International. During her tenure at MasterCard International, Ms.
Goffs executive positions included: Vice President, Debit Services, Senior Vice
President and General Manager, Merchant Services and Senior Vice President, Global
Merchant Services. At MasterCard and Global Payment Systems, Ms. Goff had primary
oversight and responsibility for the development and growth of the MasterCard
Automated Processing Program (MAPP), a leading payment processing network. Ms.
Goff developed MAPP while at MasterCard and managed the sale of MAPP to National
Data Corporation, creating Global Payments. Ms. Goff moved to Global Payments to
continue her stewardship of MAPP. From 1982 to 1984, Ms. Goff served as Vice President
of Marketing, Electronic Financial Services Division (EFS) for Automatic Data
Processing. At EFS, Ms. Goff was a major contributor to the successful start-up of
the company until its ultimate sale to Electronic Data Systems (EDS). From 1975 to
1982, Ms Goff Served as Vice President and General Manager, The ATM Cooperative with
California Credit Union League Services Corporation, a processing services company
for over 2,500 credit unions. Ms. Goff started her career with a division of IBM
Corporation. Ms. Goff holds a Bachelors of Business Administration Degree from
Spencerian College.

Charles I.
Leone. Mr. Leone joined the Company as Chief Financial Officer and Chief
Operating Officer in February 2000. He currently serves as Executive Vice President,
Chief Administrative Officer and Secretary of the Company. Mr. Leone previously served
as Senior Vice President, Systems and Finance, Retail Division for Phoenix
Investment Partners, Ltd., a leading U.S. investment management company
("Phoenix"). Mr. Leone served as Chief Financial Officer and a First Vice
President of Zweig/Glaser Advisers and Zweig Securities Corp. and as an executive
officer and/or director of various affiliates of such entities. He joined these
entities at their formation in 1989 and served with them until their acquisition by
Phoenix on March 1, 1999. Prior to that, Mr. Leone was in public accounting at
Coopers & Lybrand (now PricewaterhouseCoopers LLP) and McGladrey & Pullen. Mr. Leone
is a Certified Public Accountant and received a B.S. in Accounting from C.W. Post
Center of Long Island University.

Adi Raviv. Mr.
Raviv joined the Company as Executive Vice President and Chief Financial Officer in
August 2002. From November 1999 to September 2001, Mr. Raviv served as the
Co-Chairman and Chief Financial Officer of THCG, Inc., a publicly traded technology
merchant banking and consulting company. There he was responsible for the finance, legal,
administration, corporate development, and investor relations departments. He and
his partner created THCG through the merger of their investment banking firm with a
publicly traded venture capital firm in 1999. Mr. Raviv spent over 14 years in
Investment Banking: as an Associate and Vice President at Lehman Brothers from
1987-1993; as the head of Global Investment Banking at Oscar Gruss & Son Incorporated
from 1994-1996; and, from 1996-2001, as a Managing Director of Tower Hill Securities,
Inc., the successor of the U.S. investment banking arm of Hambros Bank Limited. He
also has significant merchant banking, private equity and venture capital experience.
Mr. Raviv received his bachelors degree, with honors, in International Relations
from the Hebrew University of Jerusalem, and his MBA, with honors, from Columbia
Universitys Graduate School of Business.

3

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SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section
16(a) of the Exchange Act 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 stockholders) to file reports of
ownership and changes of ownership with the SEC. Officers, directors, and
ten-percent stockholders 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, 2003, all Section 16(a)
filing requirements applicable to the Companys officers, directors, and
ten percent stockholders were met.

4

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ITEM 10.
EXECUTIVE COMPENSATION

Executive
Compensation

The
following table sets forth information concerning the compensation paid by the
Company to: (i) the Chief Executive Officer of the Company; (ii) up to four
other most highly compensated individuals who were serving as executive officers
of the Company at the end of the fiscal year ended June 30, 2003; and (iii) up
to two individuals, of which there was one, who would constitute one of the four
most highly compensated executive officers (other than the chief executive
officer) but for the fact that they were not serving as an executive officer of
the Company at the end of the fiscal year ended June 30, 2003 (collectively, the
Named Executive Officers).

SUMMARY
COMPENSATION TABLE

|                            |  | Annual Compensation | Long-TermCompensation |         | 
|--------------------------- |  | ------------------- | --------------------- | ------- | 
|
|Dean M. Leavitt             |  |                     |                       |         | 
|Chief Executive Officer (1) |  | 2003                |                       | 220,833 | 
|                            |  | 2002                |                       | 250,000 | 
|                            |  | 2001                |                       | 250,000 | 
|Heidi R. Goff               | 
|President (2)               |  | 2003                |                       | 192,500 | 
|                            |  | 2002                |                       | 164,063 | 
|                            |  | 2001                |                       | --      | 
|Charles I. Leone            | 
|Chief Administrative        | 
|Officer (3)                 |  | 2003                |                       | 181,333 | 
|                            |  | 2002                |                       | 225,000 | 
|                            |  | 2001                |                       | 225,000 | 
|Adi Raviv                   | 
|Chief Financial             | 
|Officer (4)                 |  | 2003                |                       | 132,404 | 
|                            |  | 2002                |                       | --      | 
|                            |  | 2001                |                       | --      | 
|Marc R. Shultz              | 
|Vice President Business     | 
|Development (5)             |  | 2003                |                       | 141,000 | 
|                            |  | 2002                |                       | 153,000 | 
|                            |  | 2001                |                       | 135,000 | 

________________

|(1) |  | Mr.
Leavitt became an employee of the Company in May 1999
|--- |  | ---------------------------------------------------------

|(2) |  | Ms.
Goff became an employee of the Company in October 2001.
|--- |  | -----------------------------------------------------------

|(3) |  | Mr.
Leone became an employee of the Company in February 2000.
|--- |  | -------------------------------------------------------------

|(4) |  | Mr.
Raviv became an employee of the Company in August 2002.
|--- |  | -----------------------------------------------------------

|(5) |  | Mr.
Shultz became an employee of the Company in June 1999.
|--- |  | ----------------------------------------------------------

|(6) |  | Comprised of $7,200, $7,200 and $5,300 for parking paid by the Company on behalf
of the executive and $0, $4,600 and $1,700 for the Companys matching
contribution under the Companys 401k Plan for the fiscal years 2003, 2002
and 2001, respectively.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Comprised of rental of an apartment paid by the Company on behalf of the
executive.
|--- |  | -----------------------------------------------------------------------------------

|(8) |  | Represents
the Companys matching contribution under the  Companys 401k Plan for such
period.
|--- |  | ----------------------------------------------------------------------------------------------

5

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Option
Grants in Last Fiscal Year

The
following table provides information regarding the grant of stock options during
the fiscal year ended June 30, 2003 to the Named Executive Officers.

OPTIONS
GRANTED IN FISCAL YEAR 2003(Individual
Grants)

|Name             | Number ofShares Coveredby OptionGrant | % of TotalOptions Grantedto Employeesin Fiscal Year(5) | Exercise Price($/share) (6) | ExpirationDate
|---------------- | ------------------------------------- | ------------------------------------------------------ | --------------------------- | --------------
|Heidi R. Goff    |                                       | 112,500                                                | (4)                         | 7%            
|Dean M. Leavitt  |                                       | 150,000                                                | (4)                         | 10%           
|Charles I. Leone |                                       | 38,000                                                 | (2)                         | 3%            
|Charles I. Leone |                                       | 112,500                                                | (4)                         | 7%            
|Adi Raviv        |                                       | 250,000                                                | (1)                         | 17%           
|Adi Raviv        |                                       | 111,940                                                | (3)                         | 7%            
|Marc R. Shultz   |                                       | 62,400                                                 | (4)                         | 4%            

______________

|(1) |  | Options issued subject to the terms of the Companys 1992 Stock Option Plan
and are exercisable only as they vest. These options granted commence vesting on
the date of grant and become exercisable at a rate of 25% immediately and 25% at
the end of each full year from the date of grant provided the optionee continues
to be employed by the Company.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Options issued subject to the terms of the Companys 2000 Stock Option Plan
and are exercisable only as they vest. These options granted commence vesting on
the date of grant and become exercisable at a rate of 25% immediately and 25% at
the end of each full year from the date of grant provided the optionee continues
to be employed by the Company.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Options issued subject to the terms of the Companys 2000 Stock Option Plan
and are exercisable only as they vest. These options granted commence vesting on
the date of grant and become exercisable at a rate of 1/12th at the end of each
full month from the date of grant provided the optionee continues to be employed
by the Company.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Options issued outside of the Companys stock option plans and are
exercisable only as they vest. These options granted commence vesting on the
date of grant and become exercisable at a rate of 1/12th at the end of each full
month from the date of grant provided the optionee continues to be employed by
the Company.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Based on a total of options to purchase 1,503,182 shares granted to all
employees in fiscal year 2003.
|--- |  | ------------------------------------------------------------------------------------------------------

|(6) |  | All options were granted at an exercise price equal to the fair market value of
the Companys Common Stock on the date of grant.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------

Aggregated
Option and Warrant Exercises in Fiscal 2003 and Fiscal Year-End Option Values

None
of the executive officers exercised stock options during the fiscal year ended
June 30, 2003. The following table provides information regarding the number of
shares covered by both exercisable and unexercisable stock options and warrants
held by each of the Named Executive Officers as of June 30, 2003 and the values
of the in-the-money options and warrants, which values represent the
positive spread between the exercise price of any such option and warrant and
the fiscal year-end value of the Companys Common Stock.

6

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Please
note that the common stock numbers and per share prices in this section have
been retroactively adjusted to give effect to the 1-for-4 reverse stock split
that was effectuated on October 18, 2000.

OPTION
AND WARRANT EXERCISES IN FISCAL YEAR 2003 AND FISCAL YEAR-END OPTION VALUES

|                 | SharesAcquired on | Value | Number of Securities UnderlyingUnexercised Options and Warrantsat Fiscal Year-End | Value of Unexercised        In-The-Money Options and                      Warrantsat Fiscal Year-End (1) |  |          
|---------------- | ----------------- | ----- | --------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- |  | ---------
|
|Dean M. Leavitt  |                   | --    |                                                                                   | --                                                                                                       |  | 2,059,800
|Heidi R. Goff    |                   | --    |                                                                                   | --                                                                                                       |  | 75,000   
|Charles I. Leone |                   | --    |                                                                                   | --                                                                                                       |  | 241,930  
|Adi Raviv        |                   | --    |                                                                                   | --                                                                                                       |  | 174,440  
|Marc R. Shultz   |                   | --    |                                                                                   | --                                                                                                       |  | 127,689  

_____________

|(1) |  | Based on the closing price of $0.14 per share of the Companys Common Stock
as reported by the OTC Bulletin Board on June 30, 2003.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------

Compensation
of Directors

During
the fiscal year ended June 30, 2003, the directors did not receive any compensation
in their capacity as director.

Current
Employment  Agreements,  Termination  of Employment  and Change In Control  Provisions
Applicable  To Executive  Officers and  Directors

As
part of managements cost reduction efforts, Mr. Leavitt, Ms. Goff and Mr.
Leone agreed to reduce their salaries effective November 1, 2002 by an aggregate
of $187,500 per annum. In light of these salary reductions, on October 24, 2002
options were granted to such executive officers outside of the existing equity
compensation plans in the aggregate amount of 375,000 shares. Such options vest
and become exercisable in the amount of 1/12th per month from the date of grant,
have an exercise price equal to $0.66 and terminate on October 24, 2012.

Dean
M. Leavitt. The Company has an employment agreement with Dean M. Leavitt to
act as the Companys Chief Executive Officer and Chairman of the Board. The
agreement became effective as of May 10, 2001 and has a an initial term of three
years, subject to automatic renewal for one-year terms if not terminated by
either party at least three months prior to the end of each term. Mr. Leavitt is
entitled to receive salary at the rate of $250,000 (reduced to $175,000
effective November 1, 2002) per year, plus reimbursement of certain customary
business expenses. Mr. Leavitt is entitled to an annual cash bonus contingent
upon the achievement of certain corporate and/or individual performance goals
established by the Board in its discretion. Throughout the employment period,
Mr. Leavitt has the right to sponsor up to three Board members for the
consideration of the Board, and the Company shall use its best efforts to
include such nominees on its slate of nominees at the shareholders meeting
immediately following Mr. Leavitts sponsorship of such nominees, if they
are reasonably acceptable to the Board. If Mr. Leavitt is terminated
without cause or determines to leave for good reason (as
these terms are defined in the agreement), Mr. Leavitt is entitled to severance
pay for the greater of the remainder of the then current term or eighteen
months, payable at regular pay intervals, at a rate of his base salary at the
time of termination. In case the Company offers any shares of its Common Stock,
or any rights, options, or warrants to subscribe for or purchase Common Stock
(or securities convertible into or exchangeable for Common Stock), as part of a
financing of the Company (and not pursuant to an acquisition, merger, incentive
or compensatory arrangement approved by the Board), Mr. Leavitt shall be
entitled to subscribe for such Common Stock, or any rights, options, or warrants
to subscribe for or purchase Common Stock (or securities convertible into or
exchangeable for Common Stock), at such price as shall be so offered in
proportion to the holdings Mr. Leavitt would have had his warrant been exercised
immediately prior to the offerings in relationship to all of the issued and
outstanding equity securities of the Company. Mr. Leavitt has also entered into
an indemnification agreement with the Company pursuant to which the Company has
agreed to provide the broadest possible indemnification that is available under
applicable law.

7

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Heidi
R. Goff.The Company has an employment agreement with Ms. Goff to act as the
Companys President and Chief Operating Officer. The agreement became
effective as of October 10, 2001 and has a term of two years, subject to
automatic renewal for one-year terms if not terminated by either party at least
ninety days prior to the end of each term. Ms. Goff is entitled to receive a
base salary of $225,000 (reduced to $168,750 effective November 1, 2002) per
year, plus reimbursement of customary business expenses. In addition, Ms. Goff
is also eligible to receive an annual targeted bonus of $112,500 at the
discretion of the Company. Ms. Goff was also granted an option to purchase
175,000 shares of Common Stock at $0.67 per share. If Ms. Goff is terminated
without cause or determines to leave for good reason (as
such terms are defined in the agreement), Ms. Goff is entitled to severance pay
for the 180-day period following the termination date or until Ms. Goff obtains
full time employment, payable at regular pay intervals, at the rate of her base
salary at the time of termination.

Charles
I. Leone.The Company has an employment agreement with Mr. Leone who
currently serves as Executive Vice President, Chief Administrative Officer and
Secretary. The agreement became effective as of November 8, 2002 and has a term
of one year, subject to automatic renewal for one-year terms if not terminated
by either party at least ninety days prior to the end of each term. Mr. Leone is
entitled to receive a base salary of $150,000 per year, plus reimbursement of
customary business expenses. In addition, Mr. Leone is also eligible to receive
an annual bonus at the discretion of the Company, subject to a minimum cash
bonus of $18,750. If Mr. Leone is terminated without cause or
determines to leave for good reason or if the employment agreement
is not renewed by the Company (as such terms are defined in the agreement), Mr.
Leone is entitled to severance pay for the six month period following the
termination date, payable at regular pay intervals, at the rate of his base
salary plus the guaranteed minimum annual cash bonus at the time of termination.

Adi
Raviv.The Company has an employment agreement with Mr. Raviv to act as the
Companys Executive Vice President and Chief Financial Officer. The
agreement became effective as of August 13, 2002 and has an initial term of two
years, subject to automatic renewal for one-year terms if not terminated by
either party at least ninety days prior to the end of each term. Mr. Raviv is
entitled to receive a base salary of $150,00 for the first year and $225,000 for
the second year of the initial term, plus reimbursement of customary business
expenses. In addition, Mr. Raviv is also eligible to receive an annual bonus at
the discretion of the Board. Mr. Raviv was also granted options to purchase
111,940 and 250,000 shares of Common Stock at $0.81 per share. If Mr. Raviv is
terminated without cause or determines to leave for good
reason (as these terms are defined in the agreement), Mr. Raviv is
entitled to severance pay for the greater of the remainder of the then current
term or six months, payable at regular pay intervals, at a rate of his base
salary at the time of termination.

In
accordance with the executive employment agreements described above, any options
or warrants to purchase shares of the Companys Common Stock held by an
executive officer immediately prior to termination of employment within six
months of a change of control or upon a termination by the Company
without cause or by the executive for good reason, as
such terms are defined in the agreements, shall become immediately vested and
exercisable, subject to the other terms of the option or warrant itself. The
executive officers would also be entitled to receive a pro-rated portion of
their annual bonus in the event of a change in control.

The 2002
Stock Option Plan

General.The 2002 Stock Option Plan was adopted for the purpose of granting selected
employees, officers, directors, agents, consultants and independent contractors
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 these
people with an increased incentive to promote the interests of the Company. No
stock option grants under this plan have been issued as of October 24, 2003.

Administration
of the 2002 Stock Option Plan.The Board will administer the 2002 Stock
Option Plan, except to the extent the Board delegates its authority to a
committee of the Board to administer the 2002 Stock Option Plan. The Board may
from time to time adopt rules and regulations, as it deems advisable for the
administration of the 2002 Stock Option Plan, and may alter, amend or rescind
any such rules and regulations in its discretion. The Board has the power to
interpret, amend or discontinue the 2002 Stock Option Plan. Unless sooner
terminated by the Board, the 2002 Stock Option Plan shall terminate on October
24, 2012.

8

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Grant
of Options.Options may be granted under the plan for a total of 3,500,000
shares of Common Stock. Options may be either incentive stock
options within the meaning of Section 422 of the Code, or non-qualified
options. Incentive stock options may be granted only to any individual who, at
the time the option is granted, is an employee of the Company or any related
corporation, while non-qualified options may be granted to any director,
employee, officer, agent, consultant or independent contractor of the Company or
any related corporation, whether an individual or an entity. Options under the
2002 Stock Option Plan must be issued by October 24, 2012. During the fiscal
year ended June 30, 2003, the Company did not issue options under this plan.

Terms
and Conditions of Options.The maximum number of shares that may be
purchased pursuant to the exercise of each option and the price per share at
which such option is exercisable (the Exercise Price) shall be
established by the 2002 Plan Administrator, provided that the 2002 Plan
Administrator shall act in good faith to establish the Exercise Price which
shall be not less than the fair market value per share of the Common Stock at
the time the option is granted with respect to incentive stock options and not
less than par value per share of the Common Stock at the time the option is
granted with respect to nonqualified stock options and also provided that, with
respect to incentive stock options granted to greater than 10% stockholders, the
Exercise Price shall be as required by Section 6 of the 2002 Stock Option Plan.
In addition, no individual may be granted options under the 2002 Stock Option
Plan to purchase more than 1,166,000 shares of Common Stock during any one year,
subject to adjustment as set forth in Section 7 of the 2002 Stock Option Plan.

Exercise
of Options.An optionee may exercise less than the entire vested portion of
an option, in which case such unexercised, vested portion shall continue to
remain exercisable, subject to the terms of the 2002 Stock Option Plan, until
the option terminates. Stock options granted under the 2002 Stock Option Plan
cannot be exercised more than 10 years from the date of grant. Stock options
issued to a 10% stockholder are limited to five-year terms. Any unexercised
options that expire or that terminate upon an employees ceasing to be
employed by the Company become available again for issuance under the 2002 Stock
Option Plan.

Registration
of Shares Issued Under the 2002 Stock Option Plan.On March 10, 2003, the
Company filed a Registration Statement on Form S-8 to register 3,500,000 shares
issuable pursuant to the exercise of options that may be issued under the 2002
Stock Option Plan.

ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS

The
following tables set forth certain information regarding the beneficial
ownership of the Companys Common Stock and Series C Preferred Stock as of
October 24, 2003, by the (i) Named Executive Officers, (ii) all persons,
including groups, known to the Company to own beneficially more than five
percent (5%) of the outstanding Common Stock of the Company, and (iii) all
executive officers and directors as a group. A person (or group) is deemed to be
a beneficial owner of Common Stock that can be acquired by such person or group
within 60 days from October 24, 2003, upon the exercise of warrants, options or
other rights exercisable for, or convertible into, Common Stock. As of October
24, 2003, there were a total of 17,630,382shares of Common Stock and
3,547,700 shares of Series C Preferred Stock outstanding, convertible into an
aggregate of 5,912,833 shares of Common Stock.

On
October 24, 2002, options were granted to executive officers outside of the
existing equity compensation plans in the aggregate amount of 375,000 shares for
a reduction in salaries aggregating $187,500 per annum.

Except as
otherwise  indicated,  the address of each of the following  persons is c/o U.S.
Wireless Data, Inc., 750 Lexington  Avenue,  New York, New York 10022.

9

---

CERTAIN
HOLDERS OF COMMON STOCK

|                                                                  | Beneficially Owned as ofOctober 24, 2003 (1) |          
|----------------------------------------------------------------- | -------------------------------------------- | ---------
|
|Dean M. Leavitt                                                   |                                              | 2,659,743
|Michael S. Falk                                                   |                                              | 1,922,677
|c/o Commonwealth Associates Group Holdings, LLC                   |                                             
|830 Third Avenue, 8th Floor                                       |                                             
|New York, NY 10022                                                |                                             
|Sandler Capital Partners                                          |                                              | 1,041,671
|767 Fifth Avenue                                                  |                                             
|New York, New York 10153                                          |                                             
|Barry A. Kaplan                                                   |                                              | 754,738  
|Charles I. Leone                                                  |                                              | 339,001  
|Heidi R. Goff                                                     |                                              | 229,167  
|Adi Raviv                                                         |                                              | 221,315  
|Amy L. Newmark                                                    |                                              | 206,251  
|Marc R. Shultz                                                    |                                              | 202,459  
|Chester N. Winter                                                 |                                              | 155,487  
|All directors and named executive officers as a group (8 persons) |                                              | 4,768,161

________________

*
Represents less than 1% of outstanding shares.

|(1) |  | Except as specifically indicated in the footnotes to this table, 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. Beneficial ownership is determined in accordance
with the rules of the United States Securities and Exchange Commission
(SEC). 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, convertible or issuable within 60 days of October
24, 2003, are deemed outstanding. Such shares, however, are not deemed
outstanding for the purpose of computing the percentage ownership of any other
person.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Includes 1,343,750 shares that Mr. Leavitt has the right to acquire, through the
exercise of warrants to purchase Common Stock. Also includes (i) 41,667 shares
of Common Stock issuable upon conversion of 25,000 shares of Series C Preferred
Stock, (ii) 288,909 shares of Common Stock, (iii) 10,417 shares of Common Stock
issuable upon the exercise of a warrant, and (iv) 975,000 shares of Common Stock
underlying options.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | The information shown is based on information provided to the Company by
Commonwealth Associates, L.P. (Commonwealth). Includes 772,574
shares that Commonwealth Associates Liquidation, LLC has the right to acquire
through the exercise of warrants to purchase Common Stock. Also includes (i)
58,333 shares of Common Stock issuable upon conversion of 35,000 shares of
Series C Preferred Stock, (ii) 436,940 shares of Common Stock, and (iii) 654,830
shares of Common Stock issuable upon the exercise of warrants.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Includes 833,333 shares of Common Stock issuable upon conversion of 500,000
shares of Series C Preferred Stock and 208,338 shares of Common Stock issuable
upon exercise of a warrant.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Includes 416,667 shares of Common Stock issuable upon conversion of 250,000
shares of Series C Preferred Stock and 104,169 shares of Common Stock issuable
upon exercise of a warrant. Also includes (i) 40,404 shares of Common Stock,
(ii) 39,331 shares of Common Stock issuable upon exercise of other warrants, and
(iii) 154,167 shares of Common Stock underlying options.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10

---

|(6) |  | Includes 16,667 shares of Common Stock issuable upon conversion of 10,000 shares
of Series C Preferred Stock and 4,167 shares of Common Stock issuable upon the
exercise of a warrant. Also includes 318,167 shares of Common Stock underlying
options.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Represents 229,167 shares of Common Stock underlying options.
|--- |  | -------------------------------------------------------------

|(8) |  | Represents
221,315 shares of Common Stock underlying options.
|--- |  | -------------------------------------------------------------

|(9) |  | Includes 41,667 shares of Common Stock issuable upon conversion of 25,000 shares
of Series C Preferred Stock and 10,417 shares of Common Stock issuable upon the
exercise of a warrant. Also includes 154,167 shares of Common Stock underlying
options.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | Includes 16,667 shares of Common Stock issuable upon conversion of 10,000 shares
of Series C Preferred Stock and 4,167 shares of Common Stock issuable upon the
exercise of a warrant. Also includes 181,625 shares of Common Stock underlying
options.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) |  | Represents 3,125 shares of Common Stock and 152,362 shares of Common Stock
underlying options.
|---- |  | ----------------------------------------------------------------------------------------------

|(12) |  | Includes all shares underlying options, warrants and convertible securities as
described in footnotes (2) and (5)  (11) of this table.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------

11

---

Holders
of Series C Preferred Stock vote as a class with respect to election of the
Series C Directors.

CERTAIN
HOLDERS OF SERIES C PREFERRED STOCK

|                                                                  | Beneficially Owned as ofOctober 24, 2003 (1) |        
|----------------------------------------------------------------- | -------------------------------------------- | -------
|
|Sandler Capital Partners                                          |                                              | 500,000
|767 Fifth Avenue                                                  |                                             
|New York, New York 10153                                          |                                             
|Barry A. Kaplan                                                   |                                              | 250,000
|Michael S. Falk                                                   |                                              | 35,000 
|c/o Commonwealth Associates Group Holdings, LLC                   |                                             
|830 Third Avenue, 8th Floor                                       |                                             
|New York, NY 10022                                                |                                             
|Dean M. Leavitt                                                   |                                              | 25,000 
|Amy L. Newmark                                                    |                                              | 25,000 
|Charles I. Leone                                                  |                                              | 10,000 
|Marc R. Shultz                                                    |                                              | 10,000 
|Heidi R. Goff                                                     |                                              | --     
|Adi Raviv                                                         |                                              | --     
|Chester N. Winter                                                 |                                              | --     
|All directors and named executive officers as a group (8 persons) |                                              | 320,000

________________

*
Represents less than 1% of outstanding shares.

|(1) |  | To the Companys knowledge, except as otherwise indicated in the footnotes
to this table, all persons named in this table have sole voting and investment
power with respect to all shares of Series C Preferred Stock shown as
beneficially owned by them, subject to community property laws where applicable.
Beneficial ownership is determined in accordance with the rules of the SEC. The
Series C Preferred Stock is not publicly traded or registered under the
Securities Exchange Act of 1934 (the Exchange Act).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions
with Commonwealth

The
terms of the Series C Preferred Stock and the Unit Warrants may be amended,
modified or waived by an agreement among the Company, Commonwealth and a
committee to be designated by Commonwealth whose members hold in the aggregate
not less than 20% of the outstanding Series C Preferred Stock and not less than
20% of the outstanding Unit Warrants.

Commonwealth
has the right, under an agency agreement in connection with the Series C Private
Placement, to designate two directors to the Companys Board. Commonwealth
has designated Amy L. Newmark to the Board.

Michael
S. Falk, the Chief Executive Officer and controlling owner of Commonwealth and
its related affiliates, served on the Companys Board from March 2000 to
March 2002. Lee Provow, a Commonwealth designee, replaced Mr. Falk as a director
of the Company until his resignation in October 2002.

No
investment banking fees were paid to Commonwealth during fiscal year 2003.

As a
result of securities holdings and the rights described above, Mr. Falk, through his
direct ownership in the Company and his control of Commonwealth, is deemed to
control the Company.

12

---

ITEM 13.
EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a)
Exhibits

ExhibitNumber         Description of Exhibit

|3.1 |  | Certificate of Incorporation
(12)
|--- |  | ---------------------------------

|3.2 |  | Certificate of Amendment to
the Certificate of Incorporation (12)
|--- |  | -----------------------------------------------------------------

|3.3 |  | Bylaws (10)
|--- |  | -----------

|4.1 |  | Specimen Common Stock Certificate (13)
|--- |  | --------------------------------------

|4.2 |  | 1992 Stock Option Plan, as
amended (1)
|--- |  | --------------------------------------

|4.3 |  | Form of Stock Option
Agreement under 1992 Stock Option Plan (6)
|--- |  | ---------------------------------------------------------------

|4.4 |  | 2000 Stock Option Plan
(including forms) (10)
|--- |  | ---------------------------------------------

|4.5 |  | 2002 Option Plan (including
forms) (18)
|--- |  | ---------------------------------------

|4.6 |  | Form of Common Stock
Purchase Warrant issued to John Liviakis and Robert Prag as of August 4, 1997
(2)
|--- |  | ------------------------------------------------------------------------------------------------------

|4.7 |  | Agreement to Amend Stock
Purchase Warrant effective April 1, 1998 with James Walters (3)
|--- |  | ----------------------------------------------------------------------------------------

|4.8 |  | Form of Common Stock
Purchase Warrants issued to Certain Holders of Series A Preferred Stock
participating in the modifications to the terms of the Series A Preferred Stock
(which was effective as of September 17, 1998) (4)
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.9 |  | Form of Common Stock
Purchase Warrant issued to Charles Burtzloff in conjunction with the $500,000
loan made to us as of November 1, 1998 (4)
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

|4.10 |  | Form of Unit Warrant (7)
|---- |  | ------------------------

|4.11 |  | Form of Subscription Agreement (7)
|---- |  | ----------------------------------

|4.12 |  | Form of Placement Agent Warrant (7)
|---- |  | -----------------------------------

|4.13 |  | Form of Peter J. Solomon Securities Company Limited Warrant (7)
|---- |  | ---------------------------------------------------------------

|4.14 |  | Form of Bold Street, LLC Warrant (7)
|---- |  | ------------------------------------

|4.15 |  | Form of Warrant Amendment Agreement, dated as of September 7, 2000, by and
between us and unit 4.15
purchase warrant holders (8)
|---- |  | --------------------------------------------------------------------------------------------------------------------------------

|4.16 |  | Common Stock Purchase Warrant issued to Dean M. Leavitt as of May 3, 1999 (5)
|---- |  | -----------------------------------------------------------------------------

|4.17 |  | Form of Nonqualified Stock Option Certificate issued to Edwin M. Cooperman dated March 29, 2000 (9)
|---- |  | ---------------------------------------------------------------------------------------------------

|4.18 |  | Form of Nonqualified Stock Option Certificate issued to Barry A. Kaplan dated March 29, 2000 (9)
|---- |  | ------------------------------------------------------------------------------------------------

|4.19 |  | Form of Nonqualified Stock Option Certificate issued to Amy L. Newmark dated March 29, 2000 (9)
|---- |  | -----------------------------------------------------------------------------------------------

|4.20 |  | Form of Nonqualified Stock Option Certificate issued to Charles I. Leone dated February 15, 2000 (9)
|---- |  | ----------------------------------------------------------------------------------------------------

|4.21 |  | Form of Common Stock Purchase Warrant (originally issued to Dean M. Leavitt as of May 3, 1999),
as re-executed as of January 4, 2000 to reflect repricing authorized as of such date (9)
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.22 |  | Form of Common Stock Purchase Warrant for 22,500 shares issued to RBB Bank dated January 20, 2000 (9)
|---- |  | -----------------------------------------------------------------------------------------------------

|4.23 |  | Form of Common Stock Purchase Warrant for 15,000 shares issued to Lippert/Heilshorn & Associates,
Inc. dated March 28, 2000 (9)
|---- |  | -------------------------------------------------------------------------------------------------------------------------------

13

---

ExhibitNumber          Description of Exhibit

|4.24 |  | Form of Common Stock Purchase Warrant for 50,000 shares issued to Cornell Consulting
International, Inc. dated March 28, 2000 (9)
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------

|4.25 |  | Form of Common Stock Purchase Warrant for 25,000 shares issued to Cornell Consulting
International, Inc. dated May 4, 2000 (9)
|---- |  | ------------------------------------------------------------------------------------------------------------------------------

|4.26 |  | Form of Nonqualified Stock Option Certificate issued to Heidi R. Goth (dated October 24, 2002) (19)
|---- |  | ---------------------------------------------------------------------------------------------------

|4.27 |  | Form of Nonqualified Stock Option Certificate issued to Dean M. Leavitt (dated October 24, 2002) (19)
|---- |  | -----------------------------------------------------------------------------------------------------

|4.28 |  | Form of Nonqualified Stock Option Certificate issued to Charles I. Leone (dated October 24, 2002) (19)
|---- |  | ------------------------------------------------------------------------------------------------------

|4.29 |  | Form of Nonqualified Stock Option Certificate issued to Mark R. Shultz (dated October 24, 2002) (19)
|---- |  | ----------------------------------------------------------------------------------------------------

|4.30 |  | Warrant Certificate, dated September 16, 2003, between us and Brascan Financial Corporation (20)
|---- |  | ------------------------------------------------------------------------------------------------

|10.1 |  | Form of Amended and Restated Employment Agreement between us and Dean M. Leavitt dated December
20, 2000 (14)
|---- |  | -------------------------------------------------------------------------------------------------------------

|10.2 |  | Indemnification Agreement between us and Dean M. Leavitt entered into as of May 3, 1999 (5)
|---- |  | -------------------------------------------------------------------------------------------

|10.3 |  | Form of Employment Agreement between us and Charles I. Leone dated November 8, 2002 (21)
|---- |  | ----------------------------------------------------------------------------------------

|10.4 |  | Form of Employment Agreement between us and Heidi R. Goff dated October 10, 2001 (15)
|---- |  | -------------------------------------------------------------------------------------

|10.5 |  | Form of Employment Agreement between us and Adi Raviv dated August 15, 2002 (17)
|---- |  | --------------------------------------------------------------------------------

|10.6 |  | Form of lease agreement for the 20th floor at 750 Lexington Avenue dated May 22, 2000 (11)
|---- |  | ------------------------------------------------------------------------------------------

|10.7 |  | Asset Purchase Agreement dated August 31, 2002 (Sale of NXT) (16)
|---- |  | -----------------------------------------------------------------

|10.8 |  | Term and Loan Security Agreement, dated September 16, 2003, between us and Brascan Financial
Corporation (20)
|---- |  | -------------------------------------------------------------------------------------------------------------

|10.9 |  | Term Note made by us, dated September 16, 2003 (20)
|---- |  | ---------------------------------------------------

|10.10 |  | Registration Rights Agreement, dated September 16, 2003 between us and Brascan Financial
Corporation (20)
|----- |  | ---------------------------------------------------------------------------------------------------------

|10.11 |  | Trade Name Letter, dated September 16, 2003, between us and Brascan Financial Corporation (20)
|----- |  | ----------------------------------------------------------------------------------------------

|10.12 |  | Copyright Security Agreement, dated September 16, 2003, between us and Brascan Financial
Corporation (20)
|----- |  | ---------------------------------------------------------------------------------------------------------

|10.13 |  | Trademark Security Agreement, dated September 16, 2003, between us and Brascan Financial
Corporation (20)
|----- |  | ---------------------------------------------------------------------------------------------------------

|10.14 |  | Patent Security Agreement, dated September 16, 2003, between us and Brascan Financial Corporation
(20)
|----- |  | ------------------------------------------------------------------------------------------------------

|23.1 |  | Consent of Deloitte & Touche LLP *
|---- |  | ----------------------------------

|31.1 |  | Certification of Chief Executive Officer *
|---- |  | ------------------------------------------

|31.2 |  | Certification of Chief Financial Officer *
|---- |  | ------------------------------------------

|32.1 |  | Certification of Principal Executive Officer pursuant to U.S.C. Section 1350  (21)
|---- |  | ----------------------------------------------------------------------------------

|32.2 |  | Certification of Principal Financial Officer pursuant to U.S.C. Section 1350 (21)
|---- |  | ---------------------------------------------------------------------------------

______________________

|* |  | Filed
herewith.
|- |  | ---------------

|** |  | Confidential treatment for certain portions of this document were granted to us
pursuant to Commission Rule 24b-2 promulgated under of the Securities Exchange
Act of 1934 and/or Rule 406 promulgated under the Securities Act of 1933, as
identified on the first page of the document, and at the specific item in the
document for which such treatment has been requested. The omitted material was
filed separately with the Commission pursuant to Rules 24b-2 and/or 406.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) |  | Incorporated by reference from the like-named exhibit filed as Exhibit C to our
Definitive Revised Proxy Statement for the 1997 Annual Meeting of Stockholders
held on February 6, 1998, filed on January 14, 1998.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14

---

|(2) |  | Incorporated by reference from the like-named exhibit filed with our
Registration Statement on Form SB-2 (SEC File No. 333-52625) as of May 14, 1998.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated by reference from the like-named exhibit filed with Amendment No. 1
to our Registration Statement on Form SB-2 (SEC File No. 333-52625) as of July
16, 1998.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Incorporated by reference from the like-named exhibit filed with our Annual
Report on Form 10-KSB for the Fiscal Year Ended June 30, 1998, filed on December
18, 1998.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated by reference from the like-named exhibit filed with our
Registration Statement on Form SB-2 (SEC File No. 333-81897), filed on June 30,
1999.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated by reference from the like-named exhibit filed with our Annual
Report on Form 10-KSB for the Fiscal Year Ended June 30, 1999, filed on October
14, 1999.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated by reference from the like-named exhibit filed with our Current
Report on Form 8-K/A Reporting an Event of March 28, 2000, filed on April 18,
2000.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Incorporated by reference from the like-named exhibit filed with our Current
Report on Form 8-K Reporting an Event of September 7, 2000, filed on September
19, 2000.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Incorporated by reference from the like-named exhibit filed with our Quarterly
Report on Form 10-QSB for the fiscal quarter ended March 31, 2000, filed on May
15, 2000.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | Incorporated by reference from the like-named exhibit filed with our Definitive
Proxy Statement for the 1999 Annual Meeting of Stockholders held on September 7,
2000, filed on August 9, 2000.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) |  | Incorporated by reference from the like-named exhibit filed with our Annual
Report on Form 10-KSB for the Fiscal Year Ended June 30, 2000, filed on
September 28, 2000.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) |  | Incorporated by reference from the like-named exhibit filed with our Quarterly
Report on Form 10-QSB for the fiscal quarter ended September 30, 2000, filed on
November 14, 2000.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) |  | Incorporated by reference from the like-named exhibit filed with our
Registration Statement on Form S-8, filed on December 8, 2000.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------

|(14) |  | Incorporated by reference from the like-named exhibit filed with our Annual
Report on Form 10-KSB for the Fiscal Year Ended June 30, 2001, filed on
September 28, 2001.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) |  | Incorporated by reference from the like-named exhibit filed with our Quarterly
Report on Form 10-QSB for the fiscal quarter ended December 31, 2001, filed on
February 14, 2002.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) |  | Incorporated by reference from the like-named exhibit filed with our Current
Report on Form 8-K Reporting an Event of August 31, 2002, filed on September 5,
2002.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) |  | Incorporated by reference from the like-named exhibit filed with our Annual
Report on Form 10-KSB for the Fiscal Year Ended June 30, 2002, filed on
September 30, 2002.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(18) |  | Incorporated by reference from the like-named exhibit filed with our Definitive
Proxy Statement for the 2002 Annual Meeting of Stockholders held on December 17,
2002, filed on October 28, 2002.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(19) |  | Incorporated by reference from the like-named exhibit filed with our
Registration Statement on Form S-8, filed on March 10, 2003.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------

|(20) |  | Incorporated by reference from the like-named exhibit filed with our Current
Report on Form 8-K Reporting an Event of September 16, 2003, filed on September
16, 2003.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(21) |  | Incorporated by reference from the like-named exhibit filed with our Annual
Report on Form 10-KSB for the Fiscal Year Ended June 30, 2003, filed on October
14, 2003.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)
Reports on Form 8-K

None.

15

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## SIGNATURES

In
accordance with Section 13 or 15 of the Exchange Act, the Registrant caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  October
28, 2003

| | U.S.
WIRELESS DATA, INC.
/s/ Dean M. Leavitt
Dean M. Leavitt
Chief Executive Officer
| | --------------------------------------------------------------------------------------------------

In accordance with the
requirements of the Securities Exchange Act of 1934, this Report has been signed
below by the following persons in the capacities and on the dates indicated.

|Signatures            | Title | Date                                
|--------------------- | ----- | ------------------------------------
|/s/ Dean M. Leavitt   |       |                                     
|Dean M. Leavitt       |       | Chief Executive Officer and Chairman
|                      |       | of the Board of the Company         
|                      |       | (Principal Executive Officer)       
|/s/ Adi Raviv         |      
|Adi Raviv             |       | Executive Vice President and        
|                      |       | Chief Financial Officer             
|                      |       | (Principal Financial Officer)       
|/s/ Barry A. Kaplan   |      
|Barry A. Kaplan       |       | Director                            
|/s/ Amy L. Newmark    |      
|Amy L. Newmark        |       | Director                            
|/s/ Chester N. Winter |      
|Chester N. Winter     |       | Director                            

16

---