-------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q



                 (X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended June 30, 2001

                                       OR

                ( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           Commission File No. 1-10588

                           WIRELESS WEBCONNECT!, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                   75-1993841
 (State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                 Identification number)


                            2155 Chenault, Suite 314
                              Carrollton, TX 75006
                              --------------------
                    (Address of Principal Executive Offices)

                                 (214) 390-0051
              (Registrant's telephone number, including area code)



  Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities  Exchange Act of 1934 during the
preceding 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
             -----                                       -----

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


                                                    Outstanding at
           Class                                    August 14, 2001
------------------------------                      ---------------
  Common Stock $.01 par value                         35,386,459



--------------------------------------------------------------------------------





INDEX

WIRELESS WEBCONNECT!, INC.

Part I.  Financial Information

  Item 1.      Financial Statements

               Balance Sheets at June 30, 2001 (Unaudited)
               and December 31, 2000.....................................     2

               Statements of Operations (Unaudited) for the three months
               ended June 30, 2001 and 2000..............................     3

               Statements of Operations (Unaudited) for the six months
               ended June 30, 2001 and 2000..............................     4

               Statement of Stockholders' Deficit for the six months ended
               June 30, 2001 (Unaudited).................................     5

               Statements of Cash Flows (Unaudited) for the six months
               ended June 30, 2001 and 2000..............................     6

               Notes to Financial Statements (Unaudited) ................     7


     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations.............    13

     Item 3.   Quantitative and Qualitative Disclosures
               About Market Risk ........................................    18


Part II.       Other Information

     Item 1.   Legal Proceedings ........................................    19

     Item 2.   Changes in Securities and Use of Proceeds.................    19

     Item 4.   Submission of Matters to a Vote
               of Security Holders.......................................    19

     Item 6.   Exhibits and Reports on Form 8-K..........................    21

     Signatures   .......................................................    22




                                     -1-





                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                                 Balance Sheets
                       June 30, 2001 and December 31, 2000
                                 (in thousands)

                                                                                                   June 30,          December 31,
                                                                                                    2001                 2000
                                                                                                  ----------         ------------
                                                                                                  (Unaudited)

                                       ASSETS
Current assets:
  Cash.............................................................................               $ 2,059              $1,532
  Accounts receivable, net of allowance for doubtful accounts
     of $1,525 and $131, respectively..............................................                 1,964                 640
  Inventory, net...................................................................                 1,410                 205
  Prepaid expenses and other current assets........................................                   219                  92
                                                                                                  -------              ------
       Total current assets........................................................                 5,652               2,469


Property and equipment, net........................................................                   260                 124
Other assets.......................................................................                   428                  14
                                                                                                  -------              ------
       Total assets................................................................               $ 6,340              $2,607
                                                                                                  =======              ======


                        LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable.................................................................               $ 4,710              $  518
  Accrued expenses.................................................................                   451                 640
  Deferred revenue.................................................................                 4,073               1,929
  Note payable.....................................................................                    --                 750
  Other current liabilities........................................................                   135                  --
                                                                                                  -------              ------
       Total current liabilities...................................................                 9,369               3,837

  Long-term debt to related party..................................................                 1,901                  --
                                                                                                  -------              ------
       Total liabilities...........................................................                11,270               3,837
                                                                                                  -------              ------

Commitments and contingencies (Note 4)
Stockholders' equity (deficit):
  Common stock, $.01 par value; 60,000,000 shares authorized;                                         354
   35,386,459 shares issued and outstanding at June 30, 2001;
   10,000  shares authorized, issued and outstanding, no par value,
   at December 31, 2000............................................................                                        --
  Additional paid-in capital.......................................................                 1,074                 374
  Less common stock in treasury, at cost, 74,908 shares............................                  (318)                 --
  Accumulated deficit..............................................................                (6,040)             (1,604)
                                                                                                  -------              ------
       Total stockholders' deficit.................................................                (4,930)             (1,230)
                                                                                                  -------              ------
       Total liabilities and stockholders' deficit ................................               $ 6,340              $2,607
                                                                                                  =======              ======


               See accompanying notes to the financial statements


                                      -2-







                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                            Statements of Operations
                    Three Months Ended June 30, 2001 and 2000
                            (in thousands, except per
                                 share amounts)

                                                                                              June 30,
                                                                                        2001             2000
                                                                                        ----             ----
                                                                                            (Unaudited)
Revenue:
  Commissions and related............................................               $     --          $   285
  Services...........................................................                  3,809               --
  Equipment..........................................................                  2,103               --
  Other..............................................................                    242               --
                                                                                    --------          -------
     Total revenues..................................................                  6,154              285
                                                                                    --------          -------

Operating expenses:
  Cost of services and equipment revenues............................                  4,802               --
  Selling, general and administrative................................                  3,529              194
  Inventory write-down...............................................                    700               --
                                                                                    --------          -------
     Total operating expenses........................................                  9,031              194
                                                                                    --------          -------

Operating income (loss)..............................................                 (2,877)              91
                                                                                    --------          -------

Other income (expense):
  Interest income....................................................                     20               --
  Interest expense...................................................                    (49)              --
  Other income (expense), net........................................                   (213)              --
  Impairment loss on assets held for sale............................                   (586)              --
                                                                                    --------          -------
     Total other income (expense)....................................                   (828)              --
                                                                                    --------          -------

Income (loss) before income taxes....................................                 (3,705)             (91)

Income tax benefit (expense).........................................                     --               --
                                                                                    --------          -------

Net income (loss)....................................................               $ (3,705)           $  91
                                                                                    ========

Pro forma income tax expense.........................................                                     (32)
                                                                                                      -------
Pro forma net income  ...............................................                                 $    59
                                                                                                      =======

Net income (loss) per share--basic and diluted  .....................               $   (.10)
                                                                                    ========

Weighted average shares outstanding--basic and diluted................                35,386
                                                                                    ========

Proforma net income (loss) per share - basic and diluted.............                                 $    --
                                                                                                      =======

Proforma weighted average shares outstanding - basic and diluted.....                                  34,886
                                                                                                      =======


               See accompanying notes to the financial statements

                                     -3-







                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                            Statements of Operations
                     Six Months Ended June 30, 2001 and 2000
                            (in thousands, except per
                                 share amounts)

                                                                                               June 30,
                                                                                        2001             2000
                                                                                        ----             ----
                                                                                             (Unaudited)
Revenue:
  Commissions and related............................................              $      --          $    706
  Services...........................................................                  6,119                33
  Equipment..........................................................                  3,741                --
  Other..............................................................                    391                --
                                                                                   ---------          --------
     Total revenues..................................................                 10,251               739
                                                                                   ---------          --------

Operating expenses:
  Cost of services and equipment revenues............................                  8,134                28
  Selling, general and administrative................................                  4,949               503
  Inventory write-down...............................................                    700                --
                                                                                   ---------          --------
     Total operating expenses........................................                 13,783               531
                                                                                   ---------          --------

Operating income (loss)..............................................                 (3,532)              208
                                                                                   ---------          --------

Other income (expense):
  Interest income....................................................                     48                --
  Interest expense...................................................                    (49)               --
  Other income (expense), net........................................                   (317)               --
  Impairment loss on assets held for sale............................                   (586)               --
                                                                                   ---------          --------
     Total other income (expense)....................................                   (904)               --
                                                                                   ---------          --------

Income (loss) before income taxes....................................                 (4,436)              208


Income tax benefit (expense).........................................                     --                12
                                                                                   ---------          --------

Net income (loss)....................................................              $  (4,436)         $    220
                                                                                   =========          ========

Net income (loss) per share--basic and diluted  .....................              $    (.12)
                                                                                   =========

Weighted average shares outstanding--basic and diluted................                35,386
                                                                                   =========

Proforma net income (loss) per share - basic and diluted.............                                 $     --
                                                                                                      ========

Proforma weighted average shares outstanding - basic and diluted.....                                   34,886
                                                                                                      ========


               See accompanying notes to the financial statements



                                      -4-







                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                 Statements of Changes in Stockholders' Deficit
                         Six Months Ended June 30, 2001
                                   (Unaudited)
                                 (in thousands)

                                          Common Stock                           Treasury Stock         Retained
                                     ----------------------                  ----------------------     --------
                                       Shares      Amount    Paid-in Capital   Shares      Amount        Deficit        Total
                                       ------      ------    ---------------   ------      ------        -------        -----



          Balance at January 1, 2001..      10        $   --         $   374          --     $     --        $(1,604)   $ (1,230)

            Effect of the merger:
               Intellicall
               historical
               Shares..............     13,083           131                          75       (318)              --        (187)

               Issuance of new
            shares..................    21,803           218             466                                      --         684

               Cancellation of pre-
                merger Wireless
                WebConnect! shares..       (10)

            Amendments to warrants
            as a result of the                                                        --           --
            merger..................        --            --              67                                      --          67

             Issuance of new shares.       500             5             167                                      --         172


            Net loss................        --            --              --          --           --         (4,436)     (4,436)
                                        ------       -------         -------     -------      -------        -------    --------

          Balance at June 30, 2001..    35,386       $   354         $ 1,074          75      $  (318)       $(6,040)   $ (4,930)
                                        ======       =======         =======     =======      =======        =======    ========



               See accompanying notes to the financial statements



                                     -5-







                           Wireless Webconnect!, Inc.
                      (Formerly Known As Intellicall, Inc.)
                            Statements of Cash Flows
                     Six Months Ended June 30, 2001 and 2000
                                 (in thousands)

                                                                                            June 30,
                                                                                        2001         2000
                                                                                        --------     ----
                                                                                           (Unaudited)
Operating activities:
  Net income (loss).........................................................            $ (4,436)       $ 220
  Adjustments to reconcile net income to net cash provided by (used in)
  operating activities:
    Depreciation............................................................                  23            7
    Provision for doubtful accounts.........................................                 603           --
    Inventory write-down....................................................                 700           --
    Impairment loss on assets held for sale.................................                 586           --
    Stock issued in exchange for professional services......................                 172           --
    Merger costs - amendments to warrants...................................                  67           --
  Changes in operating assets and liabilities:
    Accounts receivable.....................................................              (1,540)         121
    Inventory...............................................................              (1,892)          --
    Prepaid expenses and other current assets...............................                 (31)           5
    Other assets............................................................                  61           --
    Accounts payable and accrued expenses...................................               2,923          (32)
    Deferred revenue........................................................               2,144           --
                                                                                        --------        -----
  Net cash provided by (used in) operating activities.......................                (620)         321
                                                                                        --------        -----

Investing activities:
  Additions to property and equipment.......................................                (159)          (3)
  Proceeds from the sale of assets .........................................                 350           --
  Cash acquired in merger...................................................                 706           --
                                                                                        --------        -----
  Net cash provided by investing activities.................................                 897           (3)
                                                                                        --------        -----

Financing activities:
  Distributions to partners.................................................                  --          (44)
  Proceeds from note payable................................................                 250           --
                                                                                        --------        -----
  Net cash provided by (used in) financing activities.......................                 250          (44)
                                                                                        --------        -----

Net increase in cash........................................................                 527          274

Cash, beginning of period...................................................               1,532           45
                                                                                        --------        -----

Cash, end of period.........................................................            $  2,059        $ 319
                                                                                        ========        =====

Non-cash transactions:
  Issuance of stock to affect the merger (net of cash acquired).............            $   (209)       $  --
                                                                                        ========        =====


               See accompanying notes to the financial statements


                                    -6-







                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                     Six Months Ended June 30, 2001 and 2000

Note 1--Basis of Presentation, Merger and Business

         Wireless  WebConnect!,  Inc.  (the  "Company")  was formerly  known as
Intellicall,  Inc.  ("Intellicall").  The  Company  changed its name to Wireless
WebConnect!,  Inc.  after the  completion of the merger  between a  newly-formed
subsidiary of Intellicall and Wireless WebConnect!,  Inc., a Florida corporation
("Wireless WebConnect!"). See "Merger" below.

         The accompanying unaudited financial statements, in the opinion of the
Company's  management,  contain all material,  normal and recurring  adjustments
necessary to present  accurately the financial  condition of the Company and the
results of its operations for the periods  indicated.  The results of operations
for the interim periods  reported are not necessarily  indicative of the results
to be experienced  for the entire year.  These  unaudited  financial  statements
should be read in  conjunction  with the financial  statements and notes thereto
included in the  Company's  Report on Form 8-K for the year ended  December  31,
2000 filed with the Securities and Exchange Commission in May 2001.


Merger

         On March 15, 2001,  the  shareholders  of the Company (i) approved the
issuance  of  21,803,148  shares of the  Company's  common  stock  (the  "Common
Stock"),  pursuant to a merger (the "Merger") consummated under an Agreement and
Plan of Merger (the "Merger  Agreement") dated August 29, 2000, by and among the
Company,  a wholly-owned  subsidiary of the Company ("Merger Sub"), and Wireless
WebConnect!,  (ii)  approved an increase in the number of  authorized  shares of
Common Stock to 60,000,000,  and (iii) approved the change of the Company's name
to "Wireless WebConnect!, Inc." The merger was consummated on March 30, 2001.

         Pursuant  to the Merger  Agreement,  Merger  Sub merged  with and into
Wireless  WebConnect!.  Wireless  WebConnect!  survived  the  Merger  and  is  a
wholly-owned  subsidiary  of the Company.  The former  shareholders  of Wireless
WebConnect!  received an aggregate of 21,803,148  shares of Common Stock as part
of  the  Merger.  The  six  former  shareholders  of  Wireless  WebConnect!  own
collectively  approximately 62.5% of the issued and outstanding shares of Common
Stock.

         Wireless  WebConnect!  is considered the accounting acquirer since the
former  Wireless  WebConnect!  shareholders  control the Company  through  their
holdings of  approximately  62.5% of the combined  outstanding  shares of Common
Stock and have control of the Company's Board of Directors.  Because the Company
is the legal acquirer, this is considered a "reverse acquisition."



                                     -7-





                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                     Six Months Ended June 30, 2001 and 2000

Note 1--Basis of Presentation, Merger and Business (continued)

         In  addition,  on March 15,  2001,  the former  employees  of Wireless
WebConnect!, who became employees of the Company received options to purchase an
aggregate of 1,896,500  shares of Common  Stock under the  Company's  1991 Stock
Option  Plan.  The  options,  which were issued with a strike  price of $.40 per
share  (which  equaled the market  price on the date of grant),  vest 33 1/3% on
March  15,  2002  and 33 1/3% on March 15 of each of the  following  two  years,
except in the case of 500,000 of the  options  which vest 25% on  September  15,
2001,  25% on March 15,  2002,  25% on  September  15, 2002 and 25% on March 15,
2003. Certain warrants outstanding prior to the Merger that were issued to Banca
del Gottardo,  a beneficial owner of approximately 13% of the outstanding Common
Stock, were amended as a result of the Merger. The increase in the fair value of
such warrants as a result of the amendments was $67,000, which has been recorded
as an expense of the Merger and additional paid-in capital.

         The Company plans to discontinue or dispose of Intellicall's remaining
payphone  business  operations  within  one  year.   Intellicall  will  have  no
continuing operations. Accordingly, the transaction has been accounted for as an
acquisition of the net assets of Intellicall in exchange for stock, similar to a
recapitalization  of Wireless  WebConnect!.  The assets acquired and liabilities
assumed  have  been  recorded  at  their  estimated  fair  value  on the date of
acquisition, March 30, 2001, with a corresponding entry to equity for the shares
issued. The net assets acquired are as follows (in thousands):



         Assets:
           Cash.............................................          $ 706
           Accounts receivable..............................            387
           Note receivable from Wireless WebConnect!........          1,011
           Other current assets ............................             95
           Assets held for sale.............................            950
           Other assets.....................................            475
                                                                      -----

           Total assets.....................................          3,624
                                                                      -----

         Liabilities:
           Accounts payable.................................          1,056
           Accrued liabilities..............................            178
           Long-term debt to related party..................          1,893
                                                                      -----

           Total liabilities................................          3,127
                                                                      -----

                     Net assets.............................          $ 497
                                                                      =====




                                     -8-





                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                     Six Months Ended June 30, 2001 and 2000

Note 1--Basis of Presentation, Merger and Business (continued)

         The note receivable from Wireless WebConnect!  of $1.0 million,  which
represents the amounts advanced by the Company to Wireless WebConnect!  prior to
the Merger, has been eliminated  pursuant to the loan agreement between Wireless
WebConnect! and the Company.

         Assets held for sale represent  inventory and fixed assets  associated
with  Intellicall's  payphone  business  operations  and are  recorded  at their
estimated net  realizable  value.  Subsequent  to March 31, 2001,  the potential
buyer of the payphone business  operations  terminated its letter of intent with
the Company. As a result, the Company recorded an impairment loss on assets held
for sale of $.6 million during the three months ended June 30, 2001.

         No pro forma income statements are presented based on the intention of
the Company to sell or liquidate the remaining  operations of Intellicall  after
the Merger.


Business

         Wireless WebConnect!  was originally formed in 1996 as Business Tel, a
California Partnership.  On May 30, 2000, Wireless WebConnect!  was incorporated
by the partners contributing their respective interests in the net assets of the
partnership  to a  newly  formed  Florida  corporation  in  exchange  for all of
Wireless WebConnect!'s issued and outstanding common stock. Wireless WebConnect!
became a wholly-owned  subsidiary of the Company  effective  March 30, 2001. See
"Merger."

         Prior to July 2000, Wireless WebConnect! provided customer acquisition
services  to  Metricom,  Inc.  ("Metricom")  for  Metricom's  Ricochet  wireless
Internet access  services and was a reseller of Metricom's  services to selected
customers.   Effective  July  2000,  Wireless  WebConnect!,   along  with  other
competitors,  began  marketing  and  providing  Metricom's  128.8 kbps  wireless
Internet access service.  Additionally,  Wireless  WebConnect!,  contracted with
Metricom  to be the  exclusive  provider  of 28.8  kbps  service  to  Metricom's
existing  customers  in certain  geographic  service  areas.  A portion of these
customers was previously acquired for Metricom by Wireless WebConnect!.

         The Company has formed  strategic  relationships  with Metricom and an
Internet  service provider who together provide mobile computer users high speed
wireless communications services that are resold by the Company.

         The Company operates in a highly  competitive  environment  subject to
rapid technological change and emergence of new technology.  Although management
believes its services are transferable to emerging  technologies,  rapid changes
in technology could have an adverse financial impact on the Company. The Company
is highly  dependent  on Metricom for  wireless  communication  services and the
further deployment of the wireless Internet access network. See Note 2.



                                     -9-




                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                     Six Months Ended June 30, 2001 and 2000


Note 2.  Liquidity and Capital Resources

         On July 2, 2001, Metricom, owner and operator of the Ricochet network,
filed a voluntary petition in the Northern District of California for Chapter 11
bankruptcy  protection.   In  a  Form  8-K  released  July  11,  2001,  Wireless
WebConnect! stated that substantially all of the Company's revenue was generated
from the  reselling  of the  Ricochet  service.  Thus the  Metricom  Chapter  11
bankruptcy may  materially and adversely  affect the Company due to, among other
things, the inability of the Company to sign up new Ricochet subscribers and, in
the event Metricom is unable to emerge from Chapter 11  bankruptcy,  the loss of
current subscriber revenue.

         Company  management,  recognizing  the need to have  other  sources of
income,  began looking for other products and services to market and sell during
the second quarter.  One result of that is a trial marketing agreement signed in
the third quarter with AT&T Wireless  Services for wireless CDPD data  services.
CDPD at 19 kbps  operates  much slower than the Ricochet  system,  but currently
covers approximately 70% of the US population.  Wireless WebConnect!  expects to
start selling CDPD from AT&T in the third quarter of 2001.

         Another  result of the search for other  products and services was the
signing of an  agreement  early in the third  quarter with  Expertcity,  Inc. to
resell its GoToMyPC  software,  which enables a user anywhere on the Internet to
access and control, via a standard browser,  such as Internet Explorer, a remote
PC, such as one at the office while the user is at home.

         Although management continues to search for new products and services,
there is no assurance that the above efforts will generate sufficient revenue to
maintain the Company's current operational requirements.

         On August 8, 2001,  Metricom ceased operations of the Ricochet network
and on August 16, 2001, conducted an auction of its assets. The final outcome of
the auction of Metricom's  assets had not been  announced as of August 20, 2001.
It is not known, at this time,  whether Metricom's assets will be purchased as a
whole or in parts,  whether any  purchaser  of  Metricom's  assets will elect to
provide the type of wireless  network  services  provided by Metricom or whether
any such purchaser electing to provide wireless network services will permit the
Company to resell  those  services.  In the event that the  Company is unable to
find an alternative  source of revenues or to obtain  additional  capital in the
very near  future,  the  Company is  unlikely  to be able to meet its  financial
obligations  and  commitments  or to continue as a going business  concern.  The
likely  impact  on  the  Company's  business  and  financial  condition  of  the
termination of Metricom's  wireless  network services may require the Company to
seek protection from its creditors under the United States  Bankruptcy Code. Any
filing by the Company under the United States  Bankruptcy Code would likely seek
a liquidation of the Company.


Note 3.  Summary of Significant Accounting Policies

         Inventory - Inventory  consists of modems  (wireless  Internet  access
devices).  As a result of Metricom's  bankruptcy and the shut down of Metricom's
network  (see Note 2), the Company  recorded a  write-down  on  inventory of $.7
million during the three months ended June 30, 2001.



                                      -10-




                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                     Six Months Ended June 30, 2001 and 2000

Note 3.  Summary of Significant Accounting Policies (continued)

         Revenue  Recognition-Prior to July 2000 Wireless  WebConnect!  derived
commission  revenue from Metricom for the sale of Metricom's  wireless  Internet
services.  Commission  revenues  were  recognized  as  customer  contracts  were
delivered to Metricom. Effective July 2000, Wireless WebConnect! began reselling
wireless  Internet access devices and service.  Revenues and costs to the extent
of revenues from the sale of devices and activation fees are recognized over the
estimated  life of the  subscriber.  Service  revenues  subject  to  money  back
guarantee provisions are deferred until such period has expired.  Prepaid annual
service fees are  initially  deferred and  recognized as revenue as the services
are provided over the related contract term.  Management of the Company believes
that the Company's  accounting  policies comply with Staff  Accounting  Bulletin
101, "Revenue Recognition in Financial Statements."

         Income Taxes-As a partnership,  the partners of Wireless  WebConnect's
predecessor  were  taxed on  their  proportionate  share  of such  predecessor's
income.  Therefore, the provision or liability for federal or state income taxes
has been  included  only on a pro forma basis for the six months  ended June 30,
2000,  a portion of which  period  was prior to the  incorporation  of  Wireless
WebConnect!  in May 2000.  Deferred  tax assets  and  liabilities,  if any,  are
recognized for the future tax consequences  attributable to differences  between
the carrying amount of existing  assets and liabilities for financial  reporting
purposes  and  amounts  used for income tax  purposes.  Deferred  tax assets and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in years in which those  temporary  differences  are expected to reverse.
The Company has fully  reserved  all of its deferred  tax assets  including  NOL
carryforwards at June 30, 2001, due to future projected taxable losses.

         Basic and Diluted Net Income (Loss) Per Share-Basic earnings per share
is  computed  using the  weighted  average  number  of  shares  of Common  Stock
outstanding  and  excludes  any  dilutive  effects  of  options,   warrants  and
convertible securities. As Wireless WebConnect!  operated as a partnership prior
to June 2000,  the basic and diluted income (loss) per share amount is presented
on a pro forma  basis as if the Merger was  effective  January 1, 2000.  Diluted
earnings per share is the same as basic earnings per share for the three and six
months ended June 30, 2001, due to the net loss.  Basic and diluted earnings per
share on a pro forma basis for the six months ended June 30, 2000, are each less
than $.01 per share.  As of June 30,  2001,  the  Company had 4.1  million,  1.8
million  and 1.3  million  of  outstanding  options,  warrants  and  convertible
securities, respectively.

         Recent  Accounting   Pronouncements-In  June  1998,  the  FASB  issued
Statement of Financial  Accounting Standards No. 133, Accounting for Derivatives
and Hedging Activities ("SFAS 133"), which establishes  accounting and reporting
standards for derivative  instruments,  including certain derivative instruments
embedded in other contracts  (collectively  referred to as derivatives)  and for
hedging  activities.  SFAS 133, as amended, is effective for all fiscal quarters
of fiscal years  beginning  after June 15, 2000. The adoption of SFAS 133 had no
impact on the Company's Financial Statements.



                                     -11-




                           Wireless WebConnect!, Inc.
                      (Formerly Known as Intellicall, Inc.)
                          Notes to Financial Statements
                     Six Months Ended June 30, 2001 and 2000

Note 3.  Summary of Significant Accounting Policies (continued)

         Statement  of  Financial   Accounting   Standards  No.  141,  Business
Combinations   ("SFAS   141"),   is  effective   July  1,  2001  and   prohibits
pooling-of-interests   accounting  for  acquisitions.   Statement  of  Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets ("SFAS 142"),
is effective  January 1, 2002 and specifies  that  goodwill and some  intangible
assets  will no longer be  amortized  but  instead  will be subject to  periodic
impairment testing.  The Company has not yet determined the effect adopting SFAS
142 will have on its financial statements.


Note 4.  Long-Term Debt to Related Party

         Long-term  debt  to  related  party  consists  of  $2  million  of  7%
convertible  subordinated  notes, due 2004, net of unamortized debt discounts of
$.1 million.  The debt is payable to Banca del Gottardo,  a beneficial  owner of
approximately  13% of the issued  and  outstanding  Common  Stock as of June 30,
2001.


Note 5.  Restatement

         Subsequent  to the filing of the  Company's  Form 10-Q for the quarter
ended March 31, 2001, management determined that a liability assumed as a result
of the Merger was inadvertently excluded from accounts payable. As a result, the
balance sheet at March 31, 2001 and the  statements of changes in  stockholders'
deficit  and cash  flows for the three  months  ended  March 31,  2001 have been
restated from amounts previously  reported.  The effect of the restatement is to
increase accounts payable and decrease additional paid in capital by $300,000 at
March 31, 2001.



                                    -12-



ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of
             Operations

         The following  discussion  of the  financial  condition and results of
operations  of the  Company  should be read in  conjunction  with the  Financial
Statements of the Company,  the Notes thereto and information included elsewhere
in this report.

Forward-Looking Statements - Cautionary Statements

         This Form 10-Q contains certain "forward-looking  statements" intended
to fall  within the  meaning of Section 27A of the  Securities  Act of 1933,  as
amended (the "Securities  Act"), and Section 21E of the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act").  Specifically,  all statements  other
than  statements  of  historical  facts  included in this report  regarding  the
Company's  financial  position,  business  strategy and plans and  objectives of
management of the Company for future operations are forward-looking  statements.
These  forward-looking  statements  are based on the  beliefs  of the  Company's
management,  as well as assumptions made by and information  currently available
to the Company's  management.  When used in this report, the words "anticipate,"
"believe,"  "estimate,"  "expect,"  "intend",  and words or  phrases  of similar
import,  as they relate to the Company or Company  management,  are  intended to
identify   forward-looking   statements.   Such  statements   (the   "cautionary
statements")  reflect the current  view of the  Company  with  respect to future
events  and are  subject  to risks,  uncertainties  and  assumptions  related to
various factors including,  without  limitation,  competitive  factors,  general
economic  conditions,  customer  relations,   relationships  with  vendors,  the
interest rate environment, governmental regulation and supervision, seasonality,
product introductions and acceptance,  technological change, changes in industry
practices and one-time events.  Although the Company believes that  expectations
are reasonable, it can give no assurance that such expectations will prove to be
correct.  Based upon changing conditions,  should any one or more of these risks
or  uncertainties  materialize,  or  should  any  underlying  assumptions  prove
incorrect,  actual results may vary materially  from those  described  herein as
anticipated,  believed,  estimated, expected or intended. All subsequent written
and oral  forward-looking  statements  attributable  to the  Company  or persons
acting on its behalf are expressly qualified in their entirety by the applicable
cautionary  statements.  The Company's future operating results are subject to a
number of risks and uncertainties.

Overview

         The Company currently provides  high-speed wireless data solutions and
its  revenue  is  generated  as a wireless  Internet  service  provider  selling
services and wireless modems.  Wireless WebConnect!  began selling wireless data
services  in July  1995.  Since its  inception,  it has  internally  funded  its
activity of acquiring wireless Internet service  subscribers.  In 2000, Wireless
WebConnect!  invested  in the  expansion  of its  call  center,  sales  offices,
marketing  activities  and  delivery  capabilities.  The  Company's  plan  is to
continue  investing  in  these  activities  and  expand  its  customer  base  by
identifying and providing  additional cutting edge wireless services  throughout
the  United  States.  With  the  introduction  of  additional  wireless  service
offerings  in  major  United  States  markets,  the  Company  expects  to  incur
significant  operating  losses  for at least  the  next  several  quarters.  Its
profitability  will be dependent  on growing its customer  base for existing and
new wireless data services offerings.

         The  Company  generates  nearly  all its  revenue  from the  resale of
wireless  data  services  provided by  Metricom,  Inc. and the sales of wireless
devices (modems) manufactured by Metricom, Sierra Wireless and Novatel Wireless.
Prior to the launch of Metricom's  Ricochet 128k  wireless  Internet  service in
July  2000,  Wireless   WebConnect!'s   generated  its  revenue  primarily  from
commissions  paid by  Metricom  for  subscribers  acquired  by the  Company  for
Metricom's  earlier 28.8 kbps  service.  This revenue  accounted for 100% of its
revenue  in the three  months  ended  March 31,  2000.  In July  2000,  Wireless
WebConnect!  entered into an agreement  with Metricom to become a  non-exclusive
national  wireless  Internet  service  provider/reseller,


                                      -13-




wherein the Company provides  comprehensive  customer  support  including sales,
activation, and technical support.

         The Company  charges  subscribers  monthly  service  fees for wireless
high-speed  Internet  access and incurs  sales,  marketing,  personnel,  general
administrative  and  overhead  costs as well as makes  payments to Metricom  for
access to its  wireless  network for each  subscriber.  The  Company  bills each
subscriber a flat rate and pays Metricom a specific  amount per  subscriber  per
month.  Wireless  WebConnect!  discontinued  selling Ricochet 28.8 kbps in early
2000 in preparation for the 128 kbps service.

         The Company's 128 kbps service enables  subscribers to receive 128k or
better mobile  wireless  Internet  service with  unlimited  usage and no roaming
charges for $74.95 per month or  promotional  pricing as  occasionally  offered.
This service  includes  full Internet  access and email,  which is equivalent to
full desktop  service  wirelessly  within the coverage area or the  subscriber's
home area.  Monthly  subscribers  pay the monthly fee with a $30 activation fee.
All customers are given a 30-day money back  guarantee  excluding the activation
fee. Additionally,  all customers have the option to purchase the wireless modem
of their choice with prices ranging from $99 to $299.

         The Company's  subscriber  acquisition  costs consist primarily of the
establishment  and  running  of sales  offices,  call  centers,  marketing,  and
management expenses.  Modem devices are purchased from third party manufacturers
and there may be a need to subsidize  the sale of these  devices to customers in
order to stay  competitive.  The Company's  delivery  expenses include technical
delivery and support personnel, equipment and maintenance,  bandwidth, hardware,
systems  development and management.  The Company's  general and  administrative
expenses  consist  primarily  of  compensation  and  related  costs for  general
corporate, business development and technology development personnel, along with
rent and other related costs.

         The number of the Company's  subscribers on June 30, 2001 increased to
22,600.  A part of this  increase was due to  concentrated  sales and  marketing
campaigns by the Company and Metricom in San Diego and San Francisco.  Beginning
in mid-May, 2001, Wireless WebConnect! engaged in a marketing trial of a new 128
kbps  service  for $44.95 per month that only  operated  in the local San Diego,
California area.

         Introduction of the Ricochet local service resulted in the addition of
more than 1,200 subscribers within the first seven weeks in the San Diego market
alone.  (The  last two  weeks of which  were in the  third  quarter.)  The local
service  provided  an  alternative  for  consumers  and  businesses  that sought
high-speed  alternatives  to DSL and  Cable  as well as  offering  the  wireless
mobility of Ricochet service.


Recent Developments

         On July 2, 2001, Metricom, owner and operator of the Ricochet network,
filed a voluntary petition in the Northern District of California for Chapter 11
bankruptcy  protection.   In  a  Form  8-K  released  July  11,  2001,  Wireless
WebConnect! stated that substantially all of the Company's revenue was generated
from the  reselling  of the  Ricochet  service.  Thus the  Metricom  Chapter  11
bankruptcy may  materially and adversely  affect the Company due to, among other
things, the inability of the Company to sign up new Ricochet subscribers and, in
the event Metricom is unable to emerge from Chapter 11  bankruptcy,  the loss of
current subscriber revenue.

         Company  management,  recognizing  the need to have  other  sources of
income,  began looking for other products and services to market and sell during
the second quarter.  One result of that is a trial marketing agreement signed in
the third quarter with AT&T Wireless  Services for wireless CDPD data  services.
CDPD at 19 kbps  operates  much slower than the Ricochet  system,  but currently
covers approximately 70% of the US population.  Wireless WebConnect!  expects to
start selling CDPD from AT&T in the third quarter of 2001.


                                      -14-




         Another  result of the search for other  products and services was the
signing of an  agreement  early in the third  quarter with  Expertcity,  Inc. to
resell its GoToMyPC  software,  which enables a user anywhere on the Internet to
access and control, via a standard browser,  such as Internet Explorer, a remote
PC, such as one at the office while the user is at home.

         Although management continues to search for new products and services,
there is no assurance that the above efforts will generate sufficient revenue to
maintain the Company's current operational requirements.

         On August 8, 2001,  Metricom ceased operations of the Ricochet network
and on August 16, 2001, conducted an auction of its assets. The final outcome of
the auction of Metricom's  assets had not been  announced as of August 20, 2001.
It is not known, at this time,  whether Metricom's assets will be purchased as a
whole or in parts,  whether any  purchaser  of  Metricom's  assets will elect to
provide the type of wireless  network  services  provided by Metricom or whether
any such purchaser electing to provide wireless network services will permit the
Company to resell  those  services.  In the event that the  Company is unable to
find an alternative  source of revenues or to obtain  additional  capital in the
very near  future,  the  Company is  unlikely  to be able to meet its  financial
obligations  and  commitments  or to continue as a going business  concern.  The
likely  impact  on  the  Company's  business  and  financial  condition  of  the
termination of Metricom's  wireless  network services may require the Company to
seek protection from its creditors under the United States  Bankruptcy Code. Any
filing by the Company under the United States  Bankruptcy Code would likely seek
a liquidation of the Company.



Results of Operations

Commissions and related revenue.  Commissions and related revenue of $.3 million
and $.7  million  for the three  months  and six  months  ended  June 30,  2000,
respectively,  represents  commissions  earned from Metricom for the delivery of
new customers to Metricom's  Ricochet  28.8 kbps service.  Wireless  WebConnect!
discontinued  selling  Ricochet  28.8  kbps  service  in  early  2000  with  the
introduction of the R2 service offering from Metricom in July 2000.

         The difference  between  commissions  and related revenue and services
revenue is that  commissions  and related  revenue were one time  commission and
related  payments from  Metricom.  Service  revenues are service fees charged to
customers by Wireless WebConnect! for wireless Internet access service. Wireless
WebConnect! purchases the service from Metricom for resale to its customers.

Services  revenue.  Services  revenue of $3.8  million and $6.1  million for the
three months and six months ended June 30, 2001,  respectively,  represents fees
earned  from  customers  for the  wireless  Internet  access  service.  Fees are
collected  from  customers for monthly or annual  service and are  recognized as
services  revenue  ratably over the service  period.  As of June 30,  2001,  the
Company had approximately 22,000 customers to whom it resold service.

Equipment  revenue.  Equipment  revenue of $2.1 million and $3.7 million for the
three months and six months ended June 30, 2001,  respectively,  represents  the
sale of wireless modems to new customers.

Cost of services and equipment revenue.  Costs of services and equipment revenue
of $4.8  million and $8.1 million for the three months and six months ended June
30,  2001,  respectively,  represents,  primarily,  costs  for  wireless  modems
purchased  from  Metricom and two other vendors and fees to provide the service.
Fees to provide the service are  primarily  fees paid to Metricom  for access to
the wireless network but also include costs for an Internet service provider and
technical support costs.  Wireless WebConnect!  did not have equipment costs for
the six months ended June 30, 2000, as revenues were  restricted to  commissions
only.




                                 -15-


Other revenue. Other revenue of $.2 million and $.4 million for the three months
and  six  months  ended  June  30,  2001,  respectively,   represents  one-time,
non-refundable  activation fees charged to new customers for monthly service and
royalties received related to the pay phone segment.  Royalty income represented
$.07 million of other  revenue for the three and six months ended June 30, 2001.
The Company receives royalty payments for 3rd party sales of certain  telephonic
switching equipment previously sold to the 3rd party.


Selling,  general  and  administrative.   Selling,  general  and  administrative
("SG&A")  expenses  increased from $.5 million for the six months ended June 30,
2000 to $5.6 million for the six months ended June 30, 2001. SG&A increased from
$.2 million  for the three  months  ended June 30, 2000 to $4.2  million for the
three months ended June 30, 2001. Approximately $1.3 million and $2.3 million of
the  increases  for the  three  months  and six  months  ended  June  30,  2001,
respectively, compared to the same period in the prior year, represent increases
in salaries,  wages and benefits  ("SW&B") related to the establishment of sales
offices,  call centers,  as well increased corporate office personnel related to
providing  comprehensive customer interface and support services.  Additionally,
$.3 million of the SW&B  increase for the three months and six months ended June
30, 2001,  relates to Dallas corporate  office personnel  acquired in connection
with the merger with Intellicall.

The remaining  increases in SG&A of $2.7 million for the three months ended June
30, 2001 and $2.8 million for the six months  ended June 30,  2001,  compared to
the same period in the prior year,  relate  primarily  to increases in occupancy
costs,  professional  fees,  travel,  bad debt  expense  and  general  corporate
overhead.  Occupancy costs, travel and general corporate overhead increased as a
result  of the  establishment  of the  sales  offices  and  increased  corporate
personnel.  Professional  fees  increased  primarily  due  to  the  merger  with
Intellicall  and  increased  costs of  operating  as a public  entity.  Bad debt
increases  of $.5 million  and $.6  million for the three  months and six months
ended  June  30,  2001,  respectively,  compared  to the  same  period  in 2000,
represent  the  establishment  of an  allowance  for  doubtful  accounts for the
Company's direct bill customers.


Inventory write-down.  The $.7 million inventory write-down for the three months
and six months ended June 30, 2001,  represents the expected  unrecoverable cost
of modem  inventory in connection  with the Metricom  bankruptcy  filing and the
shut down of the Metricom network.


Interest income.  Interest income of $.02 million and $.04 million for the three
months and six months ended June 30, 2001, respectively,  represents earnings on
the Company's savings and investment cash accounts.


Interest expense.  Interest expense of $.05 million for the three months and six
months ended June 30, 2001,  represent interest expense and amortization of debt
costs related to the $2.0 million note payable to Banca del Gottardo.


Other expense. Other expense of $.2 million and $.3 million for the three months
and six months ended June 30, 2001, respectively, consist principally of the net
payphone  operations  that the Company  expects to sell or dispose of within the
next six months.




                                     -16-



Impairment  loss on assets  held for sale.  The $.6 million  impairment  loss on
assets  held for sale  reflects  the  write-down  of the assets of the  payphone
operations to zero (estimated net realizable  value).  The Company  continues to
explore opportunities to dispose of the payphone business.



Liquidity and Capital Resources

         Since  Wireless  WebConnect!'s  inception,  Wireless  WebConnect!  has
financed its operations solely through revenue  generated by the business.  Cash
provided by  operations  was $.3 million for the six months ended June 30, 2000,
compared to cash used in operations of $.6 million for the six months ended June
30, 2001. The $1.5 million growth in accounts receivable and the $1.9 million in
inventory  growth  accounted  for the  majority  of the use of cash  for the six
months  ended June 30,  2001.  The  increase  in  accounts  payable  and accrued
expenses of $3.3 million and the deferral of $2.1 million in revenue at June 30,
2001, primarily generated from the sale of annual subscriber  contracts,  offset
cash used in operations for accounts receivable and inventory.

         At June 30, 2001, the Company had cash of $2.1 million.  The events in
connection  with the  bankruptcy  proceedings of Metricom may have a significant
negative  impact  on the  Company's  liquidity.  As a result of the shut down of
Metricom's  network,  customers  of the  Company who have  prepaid for  services
(deferred  revenue at June 30, 2001 was $4.1 million) may demand a refund if the
Company  is  unable  to  transition  the  customers  to an  alternative  service
acceptable to the customers. (See "Recent Developments")

         The  successful  expansion of the business  into  emerging  markets is
dependent on the Company's ability to fund operations  internally and/or procure
adequate  external  financing in a timely basis.  Currently,  the Company has no
other  external  sources  of  working  capital  funds.  If  Company's  plans  or
assumptions  change or are  inaccurate,  the  Company  may be  required  to seek
additional  capital  or seek  capital  sooner  than  anticipated.  In the  event
additional  financing  is  not  available,  the  Company  will  be  required  to
significantly reduce its expenses and/or retract its expansion plans.





                                     -17-




ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk

         The  Company has no market risk  exposure  related to interest  rates,
derivative financial instruments or foreign currency.




                                     -18-



                                     PART II

Item 1.  Legal Proceedings.

         The Company is subject to ordinary legal proceedings incidental to and
arising  in  the  normal  course  of its  business.  It is  the  opinion  of the
management  of the Company that the ultimate  disposition  of these  proceedings
will not have a material adverse effect on the Company's  financial  position or
results of operations.

Item 2.  Changes in Securities and Use of Proceeds.

Recent Sales of Unregistered Securities.

         On April 1, 2001, the Company issued 500,000 shares of Common Stock to
Houlihan  Lokey Howard and Zukin.  The shares,  which had a market value of $.34
per  share on the date of  issuance,  were  issued  as  payment  for  consulting
services  provided by Houlihan  Lokey Howard and Zukin to Wireless  WebConnect!.
Houlihan Lokey Howard and Zukin are accredited investors. Such issuance was made
in reliance upon the Section 4.2 Exemption.

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

         None.




                                     -19-



Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits.

         The following exhibits are filed as a part of this Quarterly Report
         on Form 10-Q.

        (e)2.1 Agreement and Plan of Merger by and between the Company , WWC
               Acquisition, Inc. and Wireless WebConnect!, Inc. dated
               August 29, 2000.
        (a)3.1 Certificate of Incorporation of the Company and all amendments
               thereto through December 31, 1992.
        (c)3.2 Amendment to Certificate of Incorporation raising the authorized
               common stock from 10,000,000 shares to 50,000,000
               shares.
        (d)3.3 Amendment to Certificate of Incorporation lowering the authorized
               common stock from 50,000,000 shares to 20,000,000
               shares.
        (b)3.4 Bylaws of the Company, as amended.
        (a)4.1 Specimen certificate for Common Stock of the Company.
        (e)10.1 Intellicall, Inc. 1991 Stock Option Plan

        (f)3.5 Articles of Amendment of the Certificate of Incorporation of
               Intellicall, Inc. changing the name to Wireless
               WebConnect!, Inc. and raising the total number of authorized
               shares to 61,000,000 (60,000,000 million shares of
               common stock and 1,000,000 shares of preferred stock).


-----------


(a)      Incorporated by reference from the Company's Form S-1 filed August 28,
         1987, file no. 33-15723.

(b)      Incorporated  by  reference  from the  Company's  Annual  Report on
         Form 10-K for the  fiscal  year  ended December 31, 1991.

(c)      Incorporated  by  reference  from the  Company's  Annual  Report on
         Form 10-K for the  fiscal  year  ended December 31, 1993.

(d)      Incorporated  by  reference  from the  Company's  Annual  Report on
         Form 10-K for the  fiscal  year  ended December 31, 1995.

(e)      Incorporated  by  reference  from the  Company's  Definitive  Proxy
         Statement  filed on Form  DEFM14A  on February 14, 2001.

(e)      Incorporated  by  reference  from the  Company's  Definitive  Proxy
         Statement  filed on Form  DEFM14A  on February 14, 2001.

(f)      Incorporated  by reference  from the  Company's  Quarterly  Report on
         Form 10-Q for the three months ended March 31, 2001.




                                     -20-




(b)      Reports on Form 8-K:

         On July 11, 2001, the Company filed a report on Form 8-K dated July 2,
2001,  which  disclosed that Metricom,  Inc. had filed for Chapter 11 bankruptcy
protection.  Substantially  all of the  Company's  revenues are  generated  from
billings to subscribers of Metricom's Ricochet services.




                                     -21-





Signatures

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


                                    WIRELESS WEBCONNECT!, INC.



                            /s/ G.T. Finn
                            ---------------------------------------------------
                               G. T. Finn
                               President
                               (Principal Executive Officer)

                            /s/ Sandra T. Everett
                            ---------------------------------------------------
                                Sandra T. Everett
                                Interim Chief Financial Officer
                                (Principal Financial Officer and
                                Principal Accounting Officer)


Date:   August 20, 2001



                                     -22-







                                INDEX TO EXHIBITS

       EXHIBIT
        NUMBER DESCRIPTION
        ------ -----------

     2.1       Agreement and Plan of Merger by and between the Company , WWC
               Acquisition, Inc. and Wireless WebConnect!, Inc. dated
               August 29, 2000.
     3.1       Certificate of Incorporation of the Company and all amendments
               thereto through December 31, 1992.
     3.2       Amendment to Certificate of Incorporation raising the authorized
               common stock from 10,000,000 shares to 50,000,000 shares.
     3.3       Amendment to Certificate of Incorporation lowering the
               authorized common stock from 50,000,000 shares to 20,000,000
               shares.
     3.4       Bylaws of the Company, as amended.
     3.5       Articles of Amendment of the Certificate of Incorporation of
               Intellicall, Inc. changing the name to Wireless
               WebConnect!, Inc. and raising the total number of authorized
               shares to 61,000,000 (60,000,000 million shares of
               common stock and 1,000,000 shares of preferred stock).
     4.1       Specimen certificate for Common Stock of the Company.
    10.1      Intellicall, Inc. 1991 Stock Option Plan



                                      -23-