As filed with the Securities and Exchange Commission on August 14, 2001

==============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549

FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.

For the Quarterly Period Ended June 30, 2001

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

For the transition period from ______________ to ________________

Commission file number 001-15627

Wireless Ventures, Inc.
(Exact Name of Small Business Issuer as Specified in Its Charter)

Delaware 042451506
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)

67 Wall Street, suite 2211
New York, New York 10005-3198
(Address of Principal Executive Offices)

(212) 514-9873
(Issuer's Telephone Number, Including Area Code)

(Former Name, Former Address and Former
Fiscal Year, if Changed Since Last Report)

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 __
-

The number of shares of common stock outstanding as of June 30, 2001:
31,840,826

==============================================================================

Wireless Ventures, Inc.

INDEX

PART I Financial Information

Item 1. Financial Statements (unaudited)
Balance Sheet.......................................... 3
Statements of Operations and Comprehensive (Loss)...... 4
Statements of Cash Flows............................... 5
Notes to Financial Statements.......................... 6

Item 2. Management's Discussion and Analysis or Plan of Operation... 9

PART II. Other Information

Item 1. Legal Proceedings........................................... 14

Item 2. Change in Securities and Use of Proceeds.................... 14

Item 3. Defaults Upon Senior Securities............................. 14

Item 4. Submission of Matters to a Vote of Security Holders......... 14

Item 5. Other Information........................................... 14

Item 6. Exhibits and Reports on Form 8-K............................ 15
A) Exhibit Schedule
B) Reports Filed on Form 8-K

Signatures............................................................. 17

PART I. Financial Information

Item 1. Financial Statements

Wireless Ventures, Inc.
(A Development Stage Company)
Balance Sheet
June 30, 2001
(UNAUDITED)

ASSETS

Current Assets:
Cash $ 9,236
Marketable securities 10,800
Prepaid expenses 6,185
- -------------------------------------------------------------------------------
TOTAL ASSETS $ 26,221
- -------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
Accounts payable (including $111,816 due to $ 588,430
related parties)
Accrued expenses - interest 140,857
Accrued expenses - professional fees 19,000
Accrued expenses - directors' fees 83,300
Senior subordinated convertible debentures 1,317,500
- -------------------------------------------------------------------------------
Total current liabilities 2,149,087

Stockholders' (deficit)
Common stock, $.001 par value, 75,000,000
shares authorized, 31,840,826 shares, issued and
outstanding at June 30, 2001. 31,841
Preferred stock, $100 par value, 8%, non-voting,
convertible, redeemable, 2,000 shares
authorized, No shares issued and outstanding -
Additional paid-in capital 4,415,067
Accumulated deficit (including $775,035
accumulated during development stage - six month
period ended June 30, 2001) (6,547,574)
Accumulated other comprehensive income (loss) (22,200)
- -------------------------------------------------------------------------------
Total stockholders' (deficit) (2,122,866)
- -------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 26,221
- -------------------------------------------------------------------------------

See accompanying notes to financial statements.

Wireless Ventures, Inc.
(A Development Stage Company)
Statements of Operations and Comprehensive (Loss)
(UNAUDITED)

Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
---- ---- ---- ----

Expenses:
General and administrative
expenses $ 105,443 $ - $ 194,552 $ -
Occupancy - - 400 -
Interest, net (10,284) 85,612 63,831 148,030
Non-cash financing expense 516,252 - 516,252 -
-------------------------------------------------------------------------------------
Total expenses 611,411 85,612 775,035 148,030

Loss from Canadian subsidiary - (504,062) - (784,199)
operations (note 2)
-------------------------------------------------------------------------------------
Net (loss) $(611,411) $(589,674) $(775,035) $(932,229)
=====================================================================================

Basic and diluted net loss per $(0.03) $ (0.03) $(0.04) $(0.05)
share of common stock
-------------------------------------------------------------------------------------

Weighted average number of common 19,768,326 18,448,770 18,220,545 18,323,770
shares outstanding
-------------------------------------------------------------------------------------

Comprehensive
(Loss)

Net (loss) $(611,411) $(589,674) $(775,035) $(932,229)
Other comprehensive (loss):
Unrealized holding (loss) on (6,600) (398,480) (22,200) (79,480)
marketable securities
----------------------------------------------------------------------------------------
Comprehensive (loss) $(618,011) $(988,154) $(797,235) $(1,011,709)
----------------------------------------------------------------------------------------

See accompanying notes to financial statements.

Wireless Ventures, Inc.
(A Development Stage Company)
Statements of Cash Flows
(UNAUDITED)

Six Months Ended
June 30,
2001 2000
-------------------------------------------------------------------------------------
Net cash used in operations

Net loss $(775,035) $(932,229)
Adjustments to reconcile net loss
to net cash (used in) operating
activities:
Depreciation and amortization - 11,184
Exercise of warrants in 516,252 -
conjunction with debt conversion
Changes in:
Accounts payable and accrued expenses 210,561 194,015
Due to related parties - (194,304)
-------------------------------------------------------------------------------------
Net cash (used in) operating activities (48,222) (921,334)
-------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of marketable securities - (480,000)
Purchase of fixed assets - (46,304)
-------------------------------------------------------------------------------------
Net cash (used in) investing activities - (526,304)
-------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds on exercise of warrants 57,361 -
(Repayment) of notes payable - shareholder - (500,000)
Proceeds on issuance of senior
subordinated convertible debentures - 1,945,450
-------------------------------------------------------------------------------------
Net cash provided by financing 57,361 1,445,450
activities:
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
Increase (decrease) in cash 9,139 (2,188)
-------------------------------------------------------------------------------------
Cash, beginning of period 97 2,188
-------------------------------------------------------------------------------------
Cash, end of period $9,236 $ -
-------------------------------------------------------------------------------------

Non cash financing activities:

During the six month period ended June 30, 2001, $444,550 of senior
subordinated convertible debentures plus accrued interest of $38,095 were
converted into 1,930,596 shares of common stock. In addition, Simmonds Capital
Limited converted its $2 million convertible debenture plus accrued interest of
$194,195 partially offset by an amount payable to the Company of $82,469 into
2,111,726 shares of common stock.

The Company issued 10,000,000 shares of its common stock as partial
consideration for the purchase of certain intangible assets valued at $-0-.

During the six month period ended June 30, 2000, the Company sold its
Canadian subsidiary which had a net asset deficit of $13,508 for: (1) $366,799
in a reduction in senior sub-ordinated convertible debentures: (2) $718,850 of
notes receivable: and (3) the return of 2,250,000 shares of the Company's common
stock. The difference between the net assets sold and the consideration received
amounted to $1,099,157 and has been included as an adjustment to additional
paid-in capital in 2000.

See accompanying notes to financial statements.

Wireless Ventures, Inc.

(A Development Stage Company)

Notes to Financial Statements
June 30, 2001
(Unaudited)

Note 1 - Basis of Presentation

The accompanying unaudited financial statements of Wireless Ventures Inc.
(the "Company" or "Wireless Ventures"), have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management of Wireless Ventures Inc., all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the six month period
ended June 30, 2001, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2001. For further information, refer
to the financial statements and footnotes thereto included in the Company's
annual report on Form 10-KSB for the year ended December 31, 2000.

Note 2 - Summary of Significant Accounting Policies

Nature of business

Effective June 15, 2001, the Company acquired certain intangible assets of
4Cash ATM Services ("4Cash") from IRMG Inc. ("IRMG"), an affiliated entity,
through an asset purchase agreement. 4Cash is involved in the marketing and
management of automated teller machines ("ATMs") and related services in Canada
and the United States. 4Cash has begun to assemble the necessary partnerships
with equipment suppliers, cash suppliers and processors and lease financing
providers. 4Cash has also begun to assemble a sales and marketing team to launch
the development of the business and has begun discussions with various
Independent Systems Operators ("ISOs") on potential acquisitions. 4Cash will be
operating under the trade name "4CASH ATM Services". At the time of acquisition,
4Cash did not have any significant operations.

Until June 2000, the Company's principal business was formerly operated
through eieiHome.com Inc., an Ontario corporation and wholly owned subsidiary of
the Company (the "Canadian Former Subsidiary"), which operated an Internet
service, information and e-commerce web site. The Company sold 100% of the
Canadian Former Subsidiary in June 2000.

No revenues have been earned to date in 2001 and as a result the Company
is considered to be in the development stage. However, the recent acquisition of
4Cash is expected to generate revenue for the Company beginning in the third
quarter at which point the Company will emerge from the development stage.

Recent developments

As discussed above, the Company acquired certain intangible assets of
4Cash from IRMG effective June 15, 2001. Pursuant to the Asset Purchase
Agreement, the Company issued

10 million shares of its common stock to IRMG and issued warrants to purchase
1.1 million common shares at $0.10 per share to the President of IRMG. In
addition, (1) the Company issued three-year warrants to IRMG to purchase 5
million common shares at $0.10 per share, which warrants vest subject to the
achievement of cumulative net profits from the date of Closing and (2) subject
to achieving cumulative pre-tax net profits of $1 million within 2 years from
closing the Company will issue an additional 10 million common shares to IRMG.
In addition, the Company also entered into a 3-year management services
agreement with IRMG under which IRMG provides certain management services to the
Company.

The historical cost basis of the intangible assets acquired amounted to
$-0- and, accordingly, no value has been assigned to the assets acquired or the
consideration paid.

IRMG is a private management consulting company located in Markham,
Ontario, Canada, in which two current directors of the Company are currently
shareholders.

On June 25, 2001, the Company announced that it was a party to an
exclusive three year services agreement with Trackpower Inc. (an affiliated
entity) (which had been signed by 4Cash prior to the June 15, 2001 acquisition)
under which 4Cash would supply, install and commission ATM's to Racetracks and
Gaming related facilities. Under the agreement 4Cash was granted the exclusive
right to act as Trackpower's ATM partner and 4Cash granted Trackpower the
exclusive right to act as their sales and marketing representative to any
Racetrack or Gaming related facility.

On August 2, 2001, the company arranged for the installation of the first
ATM under the 4Cash-Trackpower services agreement. The installation is at Elmira
Raceway in Ontario, Canada and is for a term of three years. The Elmira track is
open year round for simulcasting and is expected to move to a new facility with
slot machines.

Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the period.
Actual results could differ from these estimates, and such differences could be
material.

Marketable securities

During the quarter ended March 31, 2000, the Company purchased 160,000
shares of common stock of a publicly traded entity for $480,000. These
securities are considered "available for sale" and, accordingly, are recorded at
market value with unrealized gains or losses to be recorded as a separate
component of stockholders' (deficit). At December 31, 2000, the Company
reclassified the then unrealized loss of $447,000 from stockholders' (deficit)
into operations due to the management's perception that the decline in market
value was other than temporary. Thus, the market value of the investment at
December 31, 2000 was $33,000.

During the quarter ended June 30, 2001, there was a further decline in the
share price from $0.145 on March 31, 2001 to $0.09 on June 30, 2001. The Company
had applied a 25% discount on the shares due to the expected time to have the
shares registered before the trading restrictions are removed. Accordingly, the
Company incurred a further unrealized holding loss of $6,600 during the second
quarter of 2001 ($22,200 for the six months ended June 30, 2001).

Net loss per share

Net loss per share has been computed using the net loss for the period
divided by the weighted average shares outstanding. Diluted loss per share is
not presented separately as the effects of convertible debentures, warrants and
options are anti-dilutive.

Note 3 - Senior Subordinated Convertible Debentures

The senior subordinated convertible debentures earn interest at 8% per
annum. Each $0.25 of principal amount is convertible into one common share and
one three year warrant to purchase an additional share of the Company at $0.50
per share. Under the terms of the debentures the Company has the right to
convert the debentures to common stock, subject to certain prevailing
conditions. The notes are technically in default and therefore have been
classified as current liabilities.

During the quarter ended June 30, 2001, $434,550 of senior subordinated
convertible debentures plus accrued interest of $37,352 were converted to
1,887,623 common shares. During the quarter ended March 31, 2001, $10,000 of
senior subordinated convertible debentures plus accrued interest of $743 was
converted to 42,973 common shares.

During the quarter ended June 30, 2001, as an inducement to conversion,
the Board of Directors approved a resolution that, upon the conversion to shares
of the Company's common stock, the attached warrant exercise price would be
reduced from $0.50 to $0.05 per share for warrants exercised through July 31,
2001. As of June 30, 2001, a total of 1,147,226 warrants were exercised at the
reduced price of $0.05 per share. In connection with the warrant exercise, the
Company recorded a non-cash financing expense in the amount of $516,252.

Note 4 - Canadian Former Subsidiary

As discussed in Note 2, the Company disposed of the Canadian Former
Subsidiary during 2000. The operations of the Canadian Former Subsidiary, which
have been aggregated and reflected as a one line item in the accompanying
statement of operations, are summarized as follows:

Three Months Ended Six Months Ended
June 30, June 30,
2001 2000 2001 2000
------------------- ------------------

Revenues $ - $ 15,627 $ - $ 39,413

Expenses:
General and administrative expenses - 486,297 - 774,392
Occupancy - 26,950 - 41,677
Depreciation - 6,442 - 7,541
-----------------------------------------------------------------------------------------
Total expenses - 519,689 - 823,610

Loss from Canadian subsidiary $ - $ (504,062) $ - $(784,199)
operations

Note 5 - Convertible Debenture

During the quarter ended June 30, 2001, the $2,000,000 convertible
debenture issued to Simmonds Capital Limited (a related entity) plus related
accrued interest of $214,910 offset by $103,184 owed by Simmonds Capital Limited
to the Company was converted into 2,111,726 common shares. In connection with
the 4Cash acquisition the conversion was considered to be effective December 31,
2000. Accordingly, accrued interest of $39,452 for the quarter ended March 31,
2001 was reversed in the second quarter ended June 30, 2001.

Note 6 - Stock Options

In connection with the 4Cash acquisition, 1,500,000 options previously
issued to Directors of the Company at an exercise price of $0.25 were canceled.
New options to purchase a total of 400,000 shares of common stock at $0.10 per
share were issued collectively to certain of these Directors during the quarter
ended June 30, 2001. As a result, the issuance of the new options is considered
to be a re-pricing of the previously issued options and, accordingly, variable
accounting will be applied.

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

Overview

Management's efforts at the beginning of the second quarter were focused
on selecting a new business opportunity for the Company. On June 15, 2001, the
Company acquired 4Cash ATM Services, a division of IRMG Inc. pursuant to an
Asset Purchase Agreement (see "Recent Developments", in Item 1 above). Since the
closing, the Company has been focusing on the development of the business
opportunity.

Results of operations

For the three month period ended June 30, 2001

Operating loss from continuing operations

There was a net loss for the three month period ended June 30, 2001 of
$611,411 ($0.03 per share) compared to a net loss of $589,674 ($0.03 per share)
in the comparative period in the prior year.

There were no revenues for the Company during the three month period ended
June 30, 2001. Under the terms of a note receivable arising from the sale of the
Canadian Former Subsidiary, the Company is entitled to interest on the
outstanding principal balance of the note at 24% per annum and a 1.5%
forbearance fee. However, due to the uncertainty around collection of the amount
due, the Company has not recorded any interest or forbearance fee income to date
in 2001. The note is presently being renegotiated.

Expenses totaled $611,411 during the three month period ended June 30,
2001. These expenses consisted of $516,252 in non-cash financing expense related
to the inducement feature of the senior subordinated convertible debenture,
$105,443 in general and administrative expenses, which was partially offset by
an interest expense recovery of $10,284.

The prior year's revenue and expenses (excluding interest expense) were
related to the Canadian Former Subsidiary, which was sold during 2000. Therefore
the operations of the Canadian Former Subsidiary have been aggregated as one
line item labeled "Loss from Canadian subsidiary operations".

General and administrative expenses, during the three month period
ended June 30, 2001 included the following: 1) $17,000 of professional fees;
2) $65,000 of management fees to IRMG Inc.; 3) $21,300 directors' fees
expense; and; 4) $2,143 of other miscellaneous expenses.

There was an interest recovery during the three month period ended June
30, 2001 of $10,284 compared to interest expense of $85,612 in the prior year
comparative period. Interest expense incurred with respect to the senior
subordinated convertible debentures was $29,167, which was offset by a reversal
in the second quarter of interest expense of $39,451 charged in the first
quarter on the $2 million convertible debenture outstanding to Simmonds Capital
Limtied ("SCL"). The conditions to closing of the acquisition of 4Cash from IRMG
Inc. included the conversion of the $2 million SCL debenture plus accrued
interest. It was agreed that the conversion would be effective December 31,
2000. Therefore, the interest charged on the debenture in the first quarter was
reversed.

Loss from Canadian Former Subsidiary Operations

The Canadian Former Subsidiary was sold during 2000; therefore, the
operating losses of this former subsidiary are included only for the prior
period, (that is, the three month period ended June 30, 2000).

The operations of the Canadian Former Subsidiary, which have been
aggregated and reflected as a one line item in the accompanying June 30, 2000
statement of operations, are summarized as follows:

Revenues $ 15,627
---------

Expenses
General and administrative 486,297
Occupancy 26,950
Depreciation 6,0442
---------
519,689

Net (loss) $(504,062)
--------

For the six month period ended June 30, 2001

Operating loss from continuing operations

There was a net loss for the six month period ended June 30, 2001 of
$775,035 ($0.04 per share) compared to a net loss of $932,229 ($0.05 per share)
in the comparative period in the prior year.

There were no revenues for the Company during the six month period ended
June 30, 2001. Under the terms of a note receivable arising from the sale of the
Canadian Former Subsidiary, the Company is entitled to interest on the
outstanding principal balance of the note at 24% per annum and a 1.5%
forbearance fee. However, due to the uncertainty around collection of the amount
due, the Company has not recorded any interest or forbearance fee income to date
in 2001. The note is presently being renegotiated.

Expenses totaled $775,035 during the six month period ended June 30, 2001
which was comprised of $516,252 in non-cash financing expense related to the
inducement feature of the senior subordinated convertible debenture, $194,552 in
general and administrative expenses, $400 in occupancy costs, and $63,831 in
interest expense.

General and administrative expenses during the six month period ended
June 30, 2001 included the following: 1) $38,000 of professional fees; 2)
$110,000 of management fees to IRMG Inc.; 3) $31,300 directors' fees expense;
4) $6,000 in travel costs; and 5) $9,252 of other miscellaneous expenses.

Interest expense during the six month period ended June 30, 2001 was
$63,831 compared to $148,030 in the prior year comparative period. The interest
expense is comprised solely of interest on the senior subordinated convertible
debentures. The interest charged on the $2 million convertible debenture was
$-0- after the reversal in the second quarter of $39,451 in interest expense
charged in the first quarter. The conditions to closing of the acquisition of
4Cash from IRMG Inc. included the conversion of the $2 million SCL debenture
plus accrued interest. It was agreed that the conversion would be effective
December 31, 2000. Therefore, the interest charged on the debenture in the first
quarter was reversed.

Loss from Canadian Former Subsidiary Operations

The Canadian Former Subsidiary was sold during 2000; therefore, the
operating losses of this former subsidiary are included only for the prior
period, (that is, the six month period ended June 30, 2000).

The operations of the Company's Canadian Former Subsidiary, which have
been aggregated and reflected as a one line item in the accompanying June 30,
2000 statement of operations, are summarized as follows:

Revenues $ 39,413
---------

Expenses
General and administrative 774,392
Occupancy 41,677
Depreciation 7,541
--------
823,610

Net (loss) $(784,199)
--------

Financial Condition

Total assets of the Company declined from $94,593 at March 31, 2001 to
$26,221 as at June 30, 2001. The decline is primarily the result of the balance
due from SCL that was offset against the accrued interest payable upon the
conversion of the $2 million convertible debenture. In addition, the value of
the Company's marketable securities (see note 2) declined further from $17,400
as at March 31, 2001 to $10,800 at June 30, 2001. The declines are offset by an
increase in the cash balance from $49 at March 31, 2001 to $9,236 at June 30,
2001.

The Company holds 160,000 common shares of Vianet Technologies Inc., a
publicly traded entity whose share price is quoted on the NASD's
Over-The-Counter Bulletin Board. The share price fell from $0.145 per share on
March 31, 2001 to $0.09 per share on June 30, 2001.

Total liabilities decreased from $4,756,689 as at March 31, 2001 to
$2,149,087 at June 30, 2001, a decrease of $2,607,602. The decrease is primarily
attributable to the conversion of the $2 million convertible debenture plus
accrued interest. Also, $434,550 of senior subordinated convertible debentures
plus accrued interest of $37,352 were converted during the quarter, resulting in
a net decrease in accrued interest non-affiliate from $149,042 as at March 31,
2001 to $140,857 at June 30, 2001. Also, accrued professional fees decreased
from $64,217 at March 31, 2001 to $19,000 at June 30, 2001. The above decrease
in total liabilities was offset by an increase in accounts payable from $475,018
on March 31, 2001 to $588,430 on June 30, 2001 and an increase in accrued
directors' fees from $62,000 to $83,300.

Common stock and additional paid in capital increased from $1,289,667 on
March 31, 2001 to $4,446,908 on June 30, 2001. The increase was due to the
conversion of $2 million convertible debenture plus net accrued interest of
$111,726 into 2,111,726 common shares, conversion of $434,550 of senior
subordinated debentures plus accrued interest of $37,352 into 1,887,623 common
shares, and warrant proceeds of $57,361 to purchase 1,147,226 common shares, and
a $516,252 charge to additional paid-in capital resulting from the inducement
conversion feature of senior subordinated convertible debenture.

The accumulated deficit increased by the loss for the three month period
ended June 30, 2001 of $611,411. The Company also recorded a unrealized holding
loss on marketable securities of $6,600 during the quarter as a result of a
further market value decline, which created an accumulated other comprehensive
loss of $22,200 at June 30, 2001.

Liquidity and Capital Resources

As of June 30, 2001, the Company had cash of $9,236, an investment in
marketable securities of $10,800 and prepaid expenses of $6,185. For the three
month period ended June 30, 2001, cash used by operating activities amounted to
$48,222 as a result of operating losses for the period partially offset by an
increase in accounts payable and accrued liabilities. Cash provided by financing
activities during the three month period ended June 30, 2001 amounted to $57,361
resulting from warrant proceeds received pursuant to the $0.05 induced
conversion feature.

During the quarter, the Company announced a special one-time warrant offer
to the existing senior subordinated debenture holders and current warrant
holders in order to raise funds to meet current operating needs. The Special
Reduced Warrant Offer allowed warrant holders to purchase the attached share at
a reduced price of $0.05 instead of the $0.50. The offer expired on July 31,
2001. If the warrant holders chose not to exercise their warrants, then the
exercise price of the warrant reverted back to the original $0.50. The purpose
of the special offer was not only to raise funds to meet short term cash flow
needs but also to provide an incentive for the debenture holders to convert and
ultimately improve the Balance Sheet.

Management intends to issue shares in the third quarter in order to raise
initial funds to begin executing its business strategy. The Company will use the
proceeds to satisfy existing liabilities and meet the necessary short-term
working capital needs.

The Company's future operating results are dependent on its ability to
develop and market

new and innovative products using the latest technologies. There are numerous
risks inherent in this process, including the need for the Company to timely
bring to market new products and applications to meet customers' changing
interests.

The Company will require additional capital over the next year in order to
achieve its business plan. Failure to obtain such capital could adversely impact
the Company's operations and prospects.

Forward Looking Comments

Certain matters discussed in this Quarterly Report may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and as such may involve risks and uncertainties.
These forward-looking statements relate to, among other things, expectations of
the business environment in which the Company operates, projections of future
performance, perceived opportunities in the market and statements regarding the
Company's goals. The Company's actual results, performance, or achievements
expressed or implied in such forward-looking statements may differ.

PART II. Other Information

Item 1. Legal Proceedings.

To the knowledge of the Company, there are no material pending legal
proceedings to which the Company is a party or of which any of its property is
subject.

The Company notes, however, that the President of The Wireless Stock
Xchange, Inc. has requested that the Company return to him the $200,000 he paid
to purchase from a stockholder 200,000 shares of the Company's common stock in a
private transaction (facilitated by the Company) in October 2000. The Company
received $200,000 from the seller of the shares, which shares had been pledged
to the Company as security for other obligations. The President of The Wireless
Stock Xchange, Inc. has registered complaints about the Company's conduct with
certain regulatory authorities, including the Securities and Exchange Commission
("SEC"). The SEC has requested certain information from the Company, which the
Company has provided. The Company is not aware of any action having been taken
to date.

Item 2. Changes in Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

The Company is technically in default of the convertible debenture and the
senior subordinated convertible debentures. As a result, they have been
classified as current liabilities.

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

None

Item 5. Other Information.

None

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

(a) Exhibits.

Exhibit 4.1 Share Purchase Agreement by and among the Company, the Canadian
Former Subsidiary and 1412531 Ontario Inc., an Ontario corporation,
dated as of June 26, 2000 (filed as Exhibit 10.1 to the Company's
Report on Form 8-K filed on August 4, 2000 and hereby incorporated
by reference).

Exhibit 4.2 Promissory Note given by the purchaser to the Company in the
principal amount of $718,850.00 (filed as Exhibit 10.2 to the
Company's Report on Form 8-K filed on August 4, 2000 and hereby
incorporated by reference).

Exhibit 4.3 Guarantee of Paul Dutton, Max Hahne and the Canadian Former
Subsidiary dated as of June 26, 2000 (filed as Exhibit 10.3 to the
Company's Report on Form 8-K filed on August 4, 2000 and hereby
incorporated by reference).

Exhibit 4.4 General Security Agreement issued by the Canadian Former Subsidiary
dated as of June 26, 2000 (filed as Exhibit 10.4 to the Company's
Report on Form 8-K filed on August 4, 2000 and hereby incorporated
by reference).

Exhibit 99.1 Press Release issued by the Company on September 27, 2000 to
announce the change of the Company's name to Wireless Ventures,
Inc.

Exhibit 99.2 Press Release issued by the Company on September 29, 2000 to
announce its entering into an agreement with TWSX to acquire all of
the shares of TWSX in exchange for 33 million common shares of the
Company.

Exhibit 99.3 Press Release issued by the Company on October 30, 2000 to announce
that the Company would not consummate the transactions contemplated
by the agreement with TWSX.

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

(b) Reports Filed on Form 8-K

On June 12, 2001 Wireless Ventures filed a Form 8-K, which attached the
following Exhibits:

Exhibit 17.1 Letter from Paul K. Hickey resigning from the Board of Directors of
Wireless Ventures.

Exhibit 17.2 Letter from David C. O'Kell resigning from the Board of Directors
of Wireless Ventures.

Exhibit 17.3 Electronic Mail from Lawrence Fox resigning from the Board of
Directors of Wireless Ventures.

Exhibit 17.4 Letter from Angelo G. MacDonald resigning from the Board of
Directors of Wireless Ventures.

Exhibit 99.1 Asset Purchase Agreement dated June 15, 2001 by and between
Wireless Ventures and 4Cash.

Exhibit 99.2 Press Release issued by Wireless Ventures on June 18, 2001 to
announce that Wireless Ventures finalized the Asset Purchase
Agreement with 4Cash.

Exhibit 99.3 ATM Services Agreement dated June 12, 2001 by and between 4Cash and
TrackPower.

Exhibit 99.4 Press Release issued by Wireless Ventures on June 25, 2001 to
announce that Wireless Ventures has entered into a ATM Services
Agreement through 4Cash.

Exhibit 99.5 Press Release issued by Wireless Ventures on June 20, 2001 to
announce the appointment of the New Directors.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

DATE: AUGUST 14, 2001 BY: /s/ Stephen Cussons
---------------------------
Stephen Cussons
Chairman/CEO/Director

DATE: AUGUST 14, 2001 BY: /s/ Gary N. Hokkanen
---------------------------------
Gary N. Hokkanen
CFO/Corp Secretary/Director