SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC. 20549

                                    FORM 10-Q

                Quarterly Report Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For the quarterly period ended                   Commission File Number  0-19437
March 31, 2001


                    CELLULAR TECHNICAL SERVICES COMPANY, INC.
                    -----------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


             Delaware                                11-2962080
- ----------------------------------      ------------------------------------
 (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
  Incorporation or Organization)


             2815 Second Avenue Suite 100, Seattle, Washington 98121
             -------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's telephone number, including area code: (206) 443-6400

                                 Not Applicable
      (Former name, former address and former fiscal year, if changed since
                                  last report.)

         Indicate by check mark whether the Registrant (1) has filed all reports
required 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 the
filing requirements for the past 90 days. Yes X No

         2,291,789 Common Shares were outstanding as of May 14, 2001.


                                     Page 1








                    CELLULAR TECHNICAL SERVICES COMPANY, INC.

                         TABLE OF CONTENTS FOR FORM 10-Q


                                                                                                               
PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements............................................................................................3

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations...........................7

Item 3.   Quantitative and Qualitative Disclosures about Market Risk.....................................................12


PART II.  OTHER INFORMATION..............................................................................................13

Item 1.   Legal Proceedings..............................................................................................13

Item 6.   Exhibits and Reports on Form 8-K...............................................................................13



                                     Page 2








                   CELLULAR TECHNICAL SERVICES COMPANY, INC..
                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (in 000's, except share and per share amounts)
                                   (unaudited)



                                                                           March 31,      December 31,
                                                                             2001            2000
                                                                             ----            ----
                                                                                  
                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                                $  5,728        $  4,529
  Accounts receivable, net of reserves of $350 in 2001 and $418 in 2000         925             793
  Employee receivable                                                            48              60
  Inventories, net                                                            1,033           1,096
  Prepaid expenses and deposits                                                 454             471
                                                                           --------        --------
     Total Current Assets                                                     8,188           6,949

PROPERTY AND EQUIPMENT, net                                                     850             963

GOODWILL                                                                         97             104

LONG-TERM INVESTMENT                                                          1,758           1,758
                                                                           --------        --------
TOTAL ASSETS                                                               $ 10,893        $  9,774
                                                                           ========        ========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                                 $    609        $    545
  Payroll related liabilities                                                   208             561
  Taxes (other than payroll and income)                                          16               5
  Customers' deposits and deferred revenue                                    1,842             395
                                                                           --------        --------
     Total Current Liabilities                                                2,675           1,506

MINORITY INTEREST                                                                --              --

STOCKHOLDERS' EQUITY
 Preferred Stock, $0.01 par value per share, 5,000 shares
   authorized, none issued and outstanding                                       --              --
 Common Stock, $0.001 par value per share, 30,000
   shares authorized, 2,292 shares issued and
   outstanding at March 31, 2001 and 2,292 shares at
   December 31, 2000                                                             23              23
 Additional paid-in capital                                                  29,976          29,976
 Accumulated Deficit                                                        (21,781)        (21,731)
                                                                           --------        --------
   Total Stockholders' Equity                                                 8,218           8,268
                                                                           --------        --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $ 10,893        $  9,774
                                                                           ========        ========


- ---------
The accompanying notes are an integral part of these financial statements.


                                     Page 3









                     CELLULAR TECHNICAL SERVICES COMPANY, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in 000's, except per share amounts)
                                   (unaudited)




                                                         Three Months Ended
                                                             March 31,
                                                      ------------------------
                                                         2001          2000
                                                      ----------    ----------
                                                             
  REVENUES
    Phone cards                                           $4,156        $2,747
    Services                                               1,405         1,895
    Systems                                                   --           275
                                                          ------        ------
  Total Revenues                                           5,561         4,917

  COSTS AND EXPENSES
    Cost of phone cards, services and systems              4,354         3,155
    Sales and marketing                                      406           313
    General and administrative                               442           558
    Research and development                                 491           355
                                                          ------        ------
  Total Costs and Expenses                                 5,693         4,381
                                                          ------        ------

  INCOME (LOSS) FROM OPERATIONS                             (132)          536

  OTHER INCOME, net                                           24            24

  INTEREST INCOME, net                                        60           132
                                                          ------        ------
  INCOME (LOSS) BEFORE INCOME
  TAXES AND MINORITY INTEREST                                (48)          692

  PROVISION FOR INCOME TAXES                                  (2)          (15)
                                                          ------        ------

  NET INCOME (LOSS) BEFORE MINORITY INTEREST                 (50)          677

  MINORITY INTEREST                                           --           (11)
                                                          ------        ------
  NET INCOME (LOSS)                                       $  (50)       $  666
                                                          ======        ======
  EARNINGS (LOSS) PER SHARE:

       Basic                                              $(0.02)       $ 0.29
                                                          ======        ======
       Diluted                                            $(0.02)       $ 0.28
                                                          ======        ======

  WEIGHTED AVERAGE SHARES OUTSTANDING:

       Basic                                               2,292         2,282

       Diluted                                             2,292         2,357



- ----------
The accompanying notes are an integral part of these financial statements.


                                     Page 4








                    CELLULAR TECHNICAL SERVICES COMPANY, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (in 000's)
                                   (unaudited)



                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                     ----------------------
                                                                                        2001         2000
                                                                                     ---------    ---------
                                                                                            
OPERATING ACTIVITIES
   Net income (loss)                                                                   $  (50)        $ 666

   Adjustments to reconcile net income (loss) to net cash provided by operating
     activities:
       Depreciation and amortization of property and equipment                            130           149
       Amortization of software development costs                                          --            89
       Amortization of goodwill                                                             7            --
       (Gain) on disposal of assets                                                       (25)           --
       Minority interest                                                                   --            11
       Changes in operating assets and liabilities:
         (Increase) decrease in accounts receivable, net                                 (132)          479
         Decrease in employee receivable                                                   12            --
         Decrease (increase) in inventories, net                                           63          (230)
         Decrease (increase) in prepaid expenses and deposits                              17          (167)
         Increase in accounts payable and accrued liabilities                              64           201
         (Decrease) in payroll related liabilities                                       (353)         (239)
         Increase in taxes (other than payroll and income)                                 11            36
         Increase in deferred revenue and customers' deposits                           1,447         1,325
                                                                                       ------        ------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                               1,191         2,320

INVESTING ACTIVITIES
   Purchase of property and equipment                                                     (31)          (48)
   Proceeds from sale of assets                                                            39            --
                                                                                       ------        ------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                         8           (48)

NET CASH PROVIDED BY FINANCING ACTIVITIES (Stock option exercises)                         --             1
                                                                                       ------        ------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                               1,199         2,273

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                        4,529         4,787
                                                                                       ------        ------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                             $5,728        $7,060
                                                                                       ======        ======


- ---------
The accompanying notes are an integral part of these financial statements.


                                     Page 5








                    CELLULAR TECHNICAL SERVICES COMPANY, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION:

The accompanying unaudited financial statements of Cellular Technical Services
Company, Inc. ("CTS"), including the December 31, 2000 balance sheet which has
been derived from audited financial statements, have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
operating results for the three-month period ended March 31, 2001 are not
necessarily indicative of the results that may be expected for the fiscal 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-K for the year ended December 31, 2000 and in the Company's other filings
with the Securities and Exchange Commission. Unless the context otherwise
requires, all references to the "Company" herein include Cellular Technical
Services Company, Inc. and any entity over which it has or shares operational
control.

NOTE B - INVENTORIES:

Inventory reflects phonecards sold through the Company's phonecard business, and
includes $98,000 and 87,000 related to sales that have been accounted for on a
consignment basis at March 31, 2001 and December 31, 2000, respectively, and
$188,000 and $259,000 related to sales returns reserves at March 31, 2001 and
December 31, 2000, respectively. Inventory consists of the following (in 000's):




                                                  March 31,         December 31,
                                                    2001                2000
                                                 -----------       --------------
                                                            
    Inventory, primarily phone cards                $1,073             $1,123
    Less reserves                                      (40)               (27)
                                                    ------             ------
                                                    $1,033             $1,096
                                                    ======             ======


NOTE C - CONTINGENCIES:

From time to time, the Company is a party to legal proceedings in the ordinary
course of business which management believes will be resolved without a material
adverse effect on the Company's business, financial condition or results of
operations.

NOTE D- EARNINGS PER SHARE:

The calculation of basic and diluted earnings per share is as follows (in 000's,
except per share amounts):





                                                          Three Months Ended March 31,
                                                          ----------------------------
                                                            2001                2000
                                                          --------            --------
                                                                     
Net income (A)                                             $  (50)             $  666
                                                           ======              ======
Weighted average number of shares outstanding (B):          2,292               2,282
Stock options                                                  15*                 75
                                                           ------              ------
Weighted average number of shares outstanding (C):          2,307               2,357
Earnings per share:
    Basic (A)/(B)                                          $(0.02)             $ 0.29
                                                           ======              ======
    Diluted (A)/(C)                                        $(0.02)             $ 0.28
                                                           ======              ======


*Excluded from the computation of diluted earnings per share since its inclusion
 would have an anti-dilutive effect.





                                     Page 6







NOTE E- SEGMENT INFORMATION:

The Company had two reportable business segments for the three-month period
ended March 31, 2001 which offer distinctive products and services marketed
through different channels: (i) the Company's Blackbird'r' Platform product
line, which includes the Blackbird'r' Platform, PreTect'TM' cloning-fraud
prevention application, No Clone Zone'sm' roaming-fraud prevention service, and
related application products and services; and (ii) the Company's prepaid
long-distance phone card business, which is conducted through its majority-owned
subsidiary, Isis Tele-Communications, Inc. Management evaluates segment
performance based upon segment profit or loss before income taxes. The
difference in the pretax segment loss of $48,000 and net loss of $50,000 for the
three months ended March 31, 2001 is attributable to income tax expense of
$2,000. The difference between pretax segment income of $692,000 and net income
of $666,000 for the three months ended March 31, 2000 is attributable to income
tax expense of $15,000 and minority interest of $11,000. There were no
inter-company sales of products between the segments.





       Three months ended March 31, 2001
       ---------------------------------
       (in 000's)                                                   Segments
                                                            ------------------------        Consolidated
                                                            Blackbird   Phone cards              Totals
                                                            ---------   -----------              ------
                                                             Platform
                                                             --------
                                                                                     
       Revenue from external customers                         $1,405         $4,156            $ 5,561
       Inter-segment revenue                                       --             --                 --
       Pretax segment profit (loss)                               254           (302)               (48)
       Expenditures for segment assets                             19             12                 31

       Segment assets (at March 31, 2001)                       8,956          1,937             10,893








       Three months ended March 31, 2000
       ---------------------------------
       (in 000's)                                                   Segments
                                                            ------------------------        Consolidated
                                                            Blackbird   Phone cards              Totals
                                                            ---------   -----------              ------
                                                             Platform
                                                             --------
                                                                                     
       Revenue from external customers                        $ 2,170         $2,747            $ 4,917
       Inter-segment revenue                                       --             --                 --
       Pretax segment profit                                      636             56                692
       Expenditures for segment assets                             24             24                 48

       Segment assets (at March 31, 2000)                      11,964            239             12,203






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

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's results
of operations and financial condition. The discussion should be read in
conjunction with the financial statements and notes thereto. Unless the context
otherwise requires, all references to the "Company" herein include Cellular
Technical Services Company, Inc. and any entity over which it has or shares
operational control.


Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 that
reflect the Company's views with respect to future events and financial
performance. The Company uses words and phrases such as "anticipate," "expect,"
"intend," "the Company believes," "future," and similar words and phrases to
identify forward-looking statements. Reliance should not be placed on these
forward-looking statements. These forward-looking statements are based on
current expectations and are subject to risks, uncertainties and assumptions
that could cause, or contribute to causing, actual results to differ materially
from those expressed or implied in the applicable statements. Readers should pay
particular attention to the descriptions of risks and uncertainties described in
the Company's Annual Report on Form 10-K for the year ended December 31, 2000
and in the Company's other filings with the Securities and Exchange Commission.
All forward-looking statements included in this report are based on information
available to the Company on the date of this report. The Company assumes no
obligation or duty to update any such forward-looking statements.

Overview


                                     Page 7









The Company develops, markets, distributes and supports a diversified mix of
products and services for the telecommunications industry. Over the past 12
years, the Company has developed expertise in real-time wireless call processing
and has created technologically advanced solutions for this industry, focusing
primarily in the area of wireless communications fraud management. During 1999
and 2000, the Company implemented a short and long-range strategic plan to
diversify its product mix, both within and outside of the telecommunications
industry. This diversification strategy is at the foundation of the Company's
growth plan for the future.

Products

The Blackbird Platform Products

The Company's Blackbird'r' Platform product line includes a suite of radio
frequency ("RF") based platform solutions focusing on wireless fraud prevention.
Presently, it involves various forms of "pre-call" verification to ensure that
the use of an analog wireless telephone is legitimate before the device is
allowed to connect to a carrier's analog wireless communications network. In
this area, the Company is a leading provider of RF-based solutions for the
prevention of "cloning fraud." This term is used to describe the illegal
activity of using a scanning device to steal the electronic serial number and
mobile identification number of a legitimate wireless telephone while in use,
then reprogramming the stolen numbers into other phones. These reprogrammed
phones, or "clone phones," are then used to make illegal calls on a wireless
communications network, without payment for the wireless services rendered. The
Company's suite of RF-based platform solutions include the Blackbird'r'
Platform, PreTect'TM' cloning-fraud prevention application, No Clone Zone'sm'
roaming-fraud prevention service, and related application products and services
(collectively, the "Blackbird Platform Products"). The Company's Blackbird
Platform Products are currently deployed in approximately 1,500 cell sites in
many major metropolitan areas throughout the United States. The Company's
customers have reported up to a 98% reduction in cloning fraud activity in areas
served by the Blackbird Platform Products since its initial installation, and
continue to rely on its cloning prevention capabilities for their existing
analog wireless communications networks.

Prepaid Wireline Long-Distance Phone Cards

To stimulate revenue growth for the Company, and in alignment with its product
diversification strategy, the Company expanded into the prepaid long-distance
service arena in the fourth quarter of 1999. Through its new majority-owned
subsidiary, Isis Tele-Communications, Inc., the Company markets and distributes
branded prepaid long-distance phone cards in denominations generally ranging
from $5 to $20 per card. Isis specializes in targeted marketing programs and
features local and toll-free access numbers and aggressive domestic and
international long-distance rates. Isis distributes cards through regional and
national multi-level distribution channels, using direct sales, third-party
distributors and telemarketing. The Company anticipates that its ability to
provide aggressive per-minute rates, broad multi-level distribution coverage,
and quality customer service will provide the key ingredients to fueling revenue
growth and future product expansion of this product line for the Company. Isis
has offices in Los Angeles, Boston and Chicago.

Future Opportunities For Growth In Emerging Technologies

The Federal Communications Commission ("FCC") has required all wireless carriers
to deploy wireless geo-location technology by October 2001 to provide comparable
911 services to wireless telecommunications subscribers. Wireless geo-location
technology provides and identifies the specific geographic location (in latitude
and longitude measurements) of a wireless telephone, and can eventually be
applied to other wireless communications devices. Industry analysts have
estimated the market for commercial geo-location applications to be well over
$8.0 billion. During the fourth quarter of 1999, and as part of the Company's
long-term diversification strategy, the Company made a strategic investment in
KSI Inc. ("KSI"), a provider of development-stage wireless geo-location
technology. In August 2000, TruePosition, Inc., a subsidiary of Liberty Media
Corporation, acquired KSI in a stock-for-stock transaction. The Company's total
investment in TruePosition, Inc. common stock at March 31, 2001 was $1,758,000.

In late 1999 the Company began development of a location-based wireless software
product platform and mobile commerce applications. The Company expects to
leverage its entrance into the geo-location marketplace by developing,
marketing, distributing, and supporting a suite of commercial geo-location
applications as the technology evolves and is deployed by all wireless carriers
to comply with the FCC's requirements. In January 2001 the Company formed a
division called Neumobility'TM' for this product line. The Neumobility family of
products includes a scalable platform and an application suite providing
location-based information utilizing both network and satellite positioning
technologies. The platform is called NeuTrac'TM', and is a system utilizing
positioning data to create, maintain and deliver relevant content and services
in a location-based format. The NeuTrac platform is configurable and creates a
combination of subscription-based, pay-per-use


                                     Page 8









and free value-added services. The application suite will include:
NeuCommerce'TM', which allows for personalized, permission-based one-to-one
marketing; NeuMerchant'TM', which allows for the tracking of merchant offers and
creates metrics to analyze the impact of marketing efforts; NeuMap'TM', which
creates directions based upon positioning data; NeuList'TM', which adds a
location-sensitive component to wireless e-mail functions; and NeuJournal'TM', a
journaling feature which allows for the documentation of location and content.
The Company has completed design of the initial product suite and is currently
in the final testing phases.

Revenue and Expense

Revenue

During the first three months of 2001, the Company generated revenue from two
sources: Isis pre-paid phone card product sales and Blackbird service revenue.

Prepaid phone card revenue is comprised of wholesale and retail sales of prepaid
local, long-distance and wireless products. The revenue is recognized at
shipment of product, net of reserves for estimated returns. The Company
maintains an allowance for sales returns for prepaid phone cards based on
estimated returns in accordance with Statement of Financial Accounting Standard
("SFAS") 48. Estimated returns, along with their costs, have been reflected as a
reduction in sales and cost of goods sold, respectively, and reflected as a
reduction in accounts receivable and an increase in inventory, respectively.

Service revenue is derived primarily from hardware and software maintenance
programs, No Clone Zone roaming fraud prevention service, Blackbird Platform
Monitoring service and related professional services provided in support of the
Company's currently deployed product base. Service revenue is recognized ratably
over the period that the service is provided. Hardware and software maintenance
generally begins after system acceptance. Prepaid or allocated maintenance and
services are recorded as deferred revenue.

Systems revenue is generated from licensing and sales of the Company's
proprietary software and hardware products, the sale of third-party products
sold in connection with the Company's proprietary products and, to a lesser
extent, fees earned in connection with the installation and deployment of these
products. There was no systems revenue in the first quarter of 2001. Revenue is
recognized when all of the following conditions are met:

(i)      persuasive evidence of an arrangement exists;

(ii)     delivery has occurred, including satisfaction of all contractual
         obligations, and other elements that are essential to the functionality
         of the delivered products have been satisfied;

(iii)    the amount is fixed or determinable; and

(iv)     collectability is probable.

Revenue is deferred if the above conditions are not met, based on vendor
specific objective evidence ("VSOE") of the fair value for all elements of the
arrangement. VSOE is based on the price charged when an element is sold
separately, or, in the case of an element not yet sold separately, the price
established by authorized management, if it is probable that the price, once
established, will not change before market introduction. Elements included in
multiple element arrangements could consist of software products, upgrades,
enhancements, customer support services, or consulting services.

Revenue recognition for the Company's systems varies by customer and by product.
Every element of a contract must be identified and valued based upon VSOE,
regardless of any stated price in the contract. Revenue from any undelivered
element of a contract is deferred. However, any undelivered element essential to
the functionality of the delivered product will cause a 100% deferral of the
sale. Amounts billed and received on sales contracts before products are
delivered or before revenue is recognized or recognizable are recorded as
customer deposits or deferred revenue.

Costs and Expenses

Costs of phone cards, services and systems are primarily comprised of the costs
of: (i) prepaid phone card activation costs; (ii) equipment, including both
proprietary and third-party hardware and, to a lesser extent, manufacturing
overhead and related expenses; (iii) amortization of capitalized software
development costs; (iv) systems integration and installation; (v) royalty fees
related to the licensing of intellectual property rights from others; (vi)
customer support; and (vii) activities


                                     Page 9








associated with the evaluation, repair and testing of parts returned from the
field in connection with the Company's ongoing hardware maintenance service
activities.

Research and development expenditures include the costs for research, design,
development, testing, preparation of training and user documentation and fixing
and refining features for the software and hardware components included in the
Company's current and future products and services.

The Company expects that its costs and expenses in these and other areas will
continue to be incurred in the future, due to the ongoing need to: (i) make
investments in research and development to enhance existing products and
services and to develop new products and services to address emerging market
opportunities, such as those in the geo-location and prepaid phone card markets;
(ii) enhance its sales and marketing activities; (iii) enhance hardware
maintenance processes; (iv) enhance its customer support capabilities; and (v)
enhance its general and administrative activities.

Three months ended March 31, 2001 compared to three months ended March 31, 2000

Overview

Total revenue increased 13% to $5,561,000 in 2001 from $4,917,000 in 2000. Net
loss was ($50,000), or ($0.02) per diluted share, in 2001 compared to net income
of $666,000, or $0.28 per diluted share, in 2000. The Company recorded
alternative minimum tax expense of $2,000 and $15,000 during the 2001 and 2000
periods, respectively.

The increased revenue was primarily derived from the Company's prepaid phone
card business, which commenced operations in December 1999, and which provided
$4.2 million in revenue in the first quarter of 2001, compared to $2.7 million
in revenue in the comparable 2000 period. This increase was offset by decreased
systems and service revenue primarily from the Company's Blackbird Platform
products due to: (i) a reduction in domestic market opportunities for the
Company's cloning fraud prevention technology, (ii) the effectiveness of this
and other authentication-based products in combating cloning fraud, (iii) lower
penetration than originally planned of Blackbird Platform Products into existing
customers' markets and new and/or additional markets, (iv) the lack of
additional new domestic and international customers, and (v) the lack of any
systems upgrades in the current period compared to the prior year period.

The $0.7 million decrease in net income is due to several factors. The Blackbird
business is a relatively smaller business segment in Q1 2001 compared to Q1
2000, as revenue decreased by $0.8 million. Blackbird costs and expenses
decreased by $0.5 million, resulting in a net profit reduction of $0.3 million.
The Isis phone card business had a segment loss of $0.3 million in the current
quarter, compared to breakeven in the comparable prior year quarter. This profit
reduction was due to $0.1 million in reduced gross margins as the business has
become more competitive, and to increased operating expenses of $0.2 million as
ISIS' three sales offices were fully-staffed during the current quarter, while
in the comparable 2000 period the business was still in the start-up phase.
Interest income was lower by $0.1 million in the 2001 quarter compared to the
2000 period.

Revenue

Prepaid phone card revenue was $4,156,000 in 2001, compared to $2,747,000 in
2000. The Company began selling phone cards in late 1999 and the growth in
revenue is due to greater market penetration in 2001 compared to 2000.

Service revenue decreased 26% to $1,405,000 in 2001 from $1,895,000 in 2000. All
of the 2001 and 2000 service revenue was derived from the Blackbird Platform
Products. The decrease is due to the factors discussed above. The Company
anticipates that service revenue will continue to decrease in future periods due
to the anticipated reduction in the installed base of Blackbird Platform
Products by wireless carriers as the product line rapidly approaches the later
stages of its service life.

Systems revenue was $0 in 2001, a decrease from $275,000 in 2000 due to the
factors discussed above. The Company does not currently anticipate any future
Blackbird systems revenue.

Costs and Expenses

Costs of phone cards, services and systems increased by $1,199,000 to $4,354,000
in first quarter of 2001, from $3,155,000 in the same period of 2000. As a
percent of total revenue, the costs were 78% and 64% for the 2001 and 2000
periods, respectively. The increase in the amounts and percentages of costs for
2001 relative to 2000 is primarily due to the prepaid


                                    Page 10









phone card business being a larger percentage of the Company's overall business
with lower gross margins compared to the Company's Blackbird service product
offerings.

Sales and marketing expenses increased 30% to $406,000 in 2001 from $313,000 in
2000. As a percent of total revenue, the costs were 7% and 6% for the 2001 and
2000 periods, respectively. The increase in sales and marketing expenses is
attributable to costs in selling and marketing prepaid phone cards and
additional spending during the first quarter of 2001 for the introduction of the
Company's Neumobility product line, offset by a decrease in sales and marketing
expenses for the Blackbird Platform products.

General and administrative expenses decreased 21% to $442,000 in 2001 from
$558,000 in 2000, primarily due to headcount reductions in comparison to the
prior year period.

Research and development costs increased 38% to $491,000 in 2001 from $355,000
in 2000. The increase in expenditures in 2001 was attributable to increased
spending on new product development in the geo-location application technology
area.

Other Income, net

Net other income remained constant at $24,000 in the first quarter of 2001 and
2000. Other income includes gains or losses from sales of equipment and other
miscellaneous income items.

Interest Income and Expense

Net interest income decreased to $60,000 in 2001 from $132,000 in 2000. This
decrease is attributable to lower average cash balances on hand during the 2001
period, lower prevailing interest rates earned on invested cash, and interest
earned during the 2000 period on the Company's note receivable with KSI Inc.,
which was not outstanding during the comparable 2001 period.

Liquidity and Capital Resources

The Company's capital requirements have consisted primarily of funding software
and hardware research and development, property and equipment requirements,
working capital and the Company's operating expenses. The Company historically
has funded these requirements through the sale of common stock (including
proceeds from the exercise of warrants and options) and from operating profits
in certain periods. On March 31, 2001, the Company's cash balance was $5.7
million as compared to $4.5 million on December 31, 2000. The Company's working
capital increased to $5.5 million at March 31, 2001 from $5.4 million at
December 31, 2000.

Net cash provided by operating activities amounted to $1.2 million in Q1 2001,
compared to $2.3 million in the comparable 2000 period. The largest factor in
the decreased level of cash provided by operations in 2001 compared to 2000 was
the $0.7 million in reduced net income in the 2001 period. Additionally,
accounts receivable increased by $0.1 million in the 2001 period, compared to a
decrease of $0.5 million in the 2000 period, and reduced non-cash charges in the
2001 period accounted for a $0.1 million reduction in operating cash flow
compared to the prior year period.

Net cash provided by investing activities totaled $8,000 in 2001, compared to
cash used in investing activities of $48,000 in 2000. At March 31, 2001, the
Company had no significant commitments for capital expenditures.

Net cash provided by financing activities was zero in 2001 compared to $1,000 in
2000. The 2000 amount was composed of cash received from stock option exercises.

Operating Trends

The Company had an operating loss of $50,000 in the first quarter of 2001,
compared to earnings of $2.6 million for each of the full years ended December
31, 2000 and 1999. As of March 31, 2001, the Company had an accumulated deficit
of $21.8 million, which primarily accumulated during the three years ended
December 31, 1998. During 1996 and 1997, the Company deployed its initial
cloning fraud prevention Blackbird Platform Products and incurred substantial
operating expenses during such deployment. In 1998, in response to unfavorable
operating results, the Company implemented a restructuring plan that included,
among other initiatives, streamlining the Company's operations to better balance
expenses and revenues, and directing additional development efforts and
resources towards new products to generate new sources of


                                    Page 11









revenue. Through the end of 2000 the results of the Company's restructuring plan
showed significant improvement in profitability and cash flow.

In the first quarter of 2001, revenue from prepaid phone cards represented 75%
of total revenue, and revenue from Blackbird Platform Products represented 25%
of the Company's total revenue. While the Company anticipates continued
profitability from Blackbird Platform Products in 2001, revenue from Blackbird
Platform Products will continue to decline over time. As the industry moves from
analog to digital wireless equipment, the need for the Company's Blackbird
Platform Products has decreased and will continue to decrease. As anticipated in
the Company's strategic plan, the Company currently forecasts that revenue from
Blackbird Platform Products will not continue into 2002.

Despite the Company's profitability, positive cash flow, and product
diversification in 1999 and 2000, there can be no assurance that the Company's
operations will be profitable on a quarterly or annual basis in the future or
that existing revenue levels can be enhanced or sustained. Past and existing
revenue levels should not be considered indicative of future operating results.
While the Company believes that its current cash reserves and projected cash
flow from operations will provide sufficient cash to fund its operations for at
least the next twelve to eighteen months, unanticipated changes in customer
needs and/or other external factors may require additional financing and/or
further expense reductions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk related to changes in interest rates that could
adversely affect the value of our investments. We do not use derivative
financial instruments for speculative or trading purposes. We maintain a
short-term investment portfolio consisting of interest bearing securities with
maturities of less than ninety days. These securities are classified as cash.
These securities are interest bearing and thus subject to interest rate risk and
will fall in value if market interest rates increase. Because we have the
ability to hold our fixed income investments until maturity, we do not expect
our operating results or cash flows to be affected to any significant degree by
a sudden change in market interest rates on our securities portfolio. We have
operated primarily in the United States and all revenues to date have been in
U.S. dollars. Accordingly, we do not have material exposure to foreign currency
rate fluctuations. We have not entered into any foreign exchange contracts to
hedge any exposure to foreign currency rate fluctuations because such exposure
is immaterial.


                                    Page 12








                           PART II. OTHER INFORMATION


Item 1. Legal Proceedings

        None.

Item 6. Exhibits and Reports on Form 8-K

    a)  Exhibits

        None.

    b)  Reports on Form 8-K

        None.

                                   SIGNATURES

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

                  CELLULAR TECHNICAL SERVICES COMPANY, INC.


                  By:    /s/Bruce R. York
                         ----------------
                         Bruce R. York
                         Vice President and Chief Financial Officer
                         May 14, 2001


                                    Page 13


                           STATEMENT OF DIFFERENCES

The trademark symbol shall be expressed as.................................'TM'
The registered trademark symbol shall be expressed as......................'r'
The service mark symbol shall be expressed as..............................'sm'