10QSB

U.S. Securities and Exchange Commission

Washington, D.C.  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 March 31, 2004

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

For the transition period from _____________ to ______________

Commission file number: 333-61424

US WIRELESS ONLINE, INC.

(Exact name of small business issuer as specified in its charter)

                 Nevada

     82-0505220

(State or other jurisdiction of

(IRS Employer Identification No.)

incorporation or organization)

745 West Main Street, Suite 100, Louisville, Kentucky 40202

(Address of principal executive offices)

(502) 213-3700

(Issuer’s telephone number)

Not Applicable

(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 [  ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under plan confirmed by a court.  Yes ____  No ____

APPLICABLE ONLY TO CORPORATE ISSUERS

The aggregate number of shares issued and outstanding of the issuer’s common stock as of March 31, 2004 was 15,485,806 shares of $0.001 par value.

Transitional Small Business Disclosure Format (Check one):

Yes [  ]  No [X]

#

FORM 10-QSB

U.S. WIRELESS ONLINE, INC.

INDEX

		Page
PART I.	Financial Information
	Item 1.  Financial Statements Consolidated Balance Sheets (Assets) - March 31, 2004 (Unaudited) and December 31, 2003. Consolidated Balance Sheets (Liabilities and Stockholders’ Equity) - March 31, 2004 (Unaudited) and December 31, 2003. Statements of Operations (Unaudited) - Three months ended March 31, 2004 and 2003 Statements of Cash Flows (Unaudited) - Three months ended March 31, 2004 and 2003 Notes to financial statements (Unaudited) Item 2.  Management’s Discussion and Analysis of Financial Condition or Plan of Operation Item 3.  Controls and Procedures	3 3 4 5 6 7 8 10
PART II.	Other Information Item 6.  Exhibits and Reports on Form 8-K	10
	Signatures	11

(Inapplicable items have been omitted)

PART I- FINANCIAL INFORMATION

ITEM 1. Financial Statements

In the opinion of management, the accompanying unaudited financial statements included in this Form 10-QSB reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented.  The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

U.S. Wireless Online, Inc.

Consolidated Balance Sheets

ASSSETS

	March 31,	December 31,
	2004	2003
	(unaudited)
Current Assets
Cash	$             2,833	$                            -
Accounts Receivables(Net of Allowance of $2,600)	52,033	148,568
Prepaid Expenses	24,801	22,125
Total Current Assets	79,667	170,693
Property & Equipment (Net)	608,432	683,612
Other Assets
Client Base (Net)	105,000	120,000
Deposits	15,009	2,048
Total Other Assets	120,009	122,048
Total Assets	$        808,108	$                976,353

See accompanying notes to financial statements.

U.S. Wireless Online, Inc.

Consolidated Balance Sheets

LIABILITIES AND STOCKHOLDERS’ EQUITY

	March 31,	December 31,
	2004	2003
	(unaudited)
Current Liabilities
Bank Overdrafts	$              -	$         28,438
Accounts Payable	820,554	806,964
Accrued Expenses	78,785	75,038
Deferred Revenue	19,722	19,722
Current Portion of Long term debt	1,556,073	1,556,073
Total Current Liabilities	2,475,134	2,486,235
Long-Term Debt
Convertible Debentures	316,844	316,844
Notes Payable	1,279,007	1,213,838
Note Payable - related party	281,636	251,636
Lease Obligation	7,087	11,639
Current Portion of Long Term Debt	(1,556,073)	(1,556,073)
Total Long Term Debt	328,501	237,884
Total Liabilities	2,803,635	2,724,119
Stockholders' Equity
Common Stock, Authorized 100,000,000 Shares, $.001 Par Value,
Issued and Outstanding 15,485,806 shares	15,486	15,486
Additional Paid in Capital	3,423,258	3,423,258
Retained Earnings (Deficit)	(5,434,271)	(5,186,509)
Total Stockholders' Equity	(1,995,527)	(1,747,766)
Total Liabilities and Stockholders' Equity	$    808,108	$       976,353

See accompanying notes to financial statements.

U.S. Wireless Online, Inc.
Consolidated Statements of Operations
(Unaudited)
	For the Three Months Ended
	March 31,
	2004	2003 (1)
Revenues	$     377,094	$     411,982
Cost of Sales	245,729	215,182
Gross Profit (Loss)	131,365	196,800
Operating Expenses
General & Administrative	364,230	297,787
Total Operating Expenses	364,230	297,787
Net Operating Income (Loss)	(232,865)	(100,987)
Other Income(Expense)
Interest Expense	(14,897)	(12,253)
Total Other Income(Expense)	(14,897)	(12,253)
Net Income (Loss)	$    (247,762)	$     (113,240)
Net Income (Loss) Per Share	$          (0.02)	$           (0.01)
Weighted Average Shares Outstanding	15,485,806	15,485,806

(1) Financial figures for the three-month period ended March 31, 2003 represent operations conducted by U.S. Wireless Online, the privately held company, prior to the May 19, 2003 Reorganization with Cach Foods.

See accompanying notes to financial statements.

U.S. Wireless Online, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
	For the Three Months Ended
	March 31,
	2004	2003 (1)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$   (247,762)	$ (113,240)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operations:
Depreciation & Amortization	96,677	68,000
Change in Assets and Liabilities
Increase (Decrease) in  Bank Overdraft	(28,438)	-
(Increase) Decrease in Accounts Receivable	96,535	12,392
(Increase) Decrease in Deposits and Prepaids	(15,637)	(16,106)
Increase (Decrease) in Accounts Payable/ Accrued Expenses	17,337	7,165
Net Cash Provided(Used) by Operating Activities	(81,288)	(41,789)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Property and Equipment	(6,497)	(13,474)
Net Cash Provided (Used) by Investing Activities	(6,497)	(13,474)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on Long Term Debt	(33,182)	(27,752)
Proceeds from Long Term Debt	123,800	79,054
Net Cash Provided(Used) by Financing Activities	90,618	51,302
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS	2,833	(3,961)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	-	3,961
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$        2,833	$             -
Cash Paid For:
Interest	$               -	$               -
Income Taxes	$               -	$               -

(1) Financial figures for the three-month period ended March 31, 2003 represent operations conducted by U.S. Wireless Online, the privately held company, prior to the May 19, 2003 Reorganization with Cach Foods.

See accompanying notes to financial statements.

U.S. Wireless Online, Inc.

Notes to the Consolidated Financial Statements

March 31, 2004

GENERAL

U.S. Wireless Online, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the three months ended March 31, 2004 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on Form 10-KSB for the fiscal year ended December 31, 2003.

UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of the Company without audit.  However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented.  The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.

ITEM 2. Management’s Discussion and Analysis or Plan of Operation

Safe Harbor for Forward-Looking Statements

When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position.  Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.  Such factors are discussed under the “Item 2. &nbs p;Management’s Discussion and Analysis of Financial Condition or Plan of Operations,” and also include general economic factors and conditions that may directly or indirectly impact the Company’s financial condition or results of operations.

Our History and Business

We were formed as a Nevada corporation under the name Llebpmac, Inc. on May 4, 1998.  We originally incorporated to open and operate a restaurant.  From 1998 through early 2000 we conducted initial research but ultimately did not open the restaurant.  On October 2, 2000, our shareholders approved a two for one forward split of our outstanding common stock and we changed our purpose to be a wholesale snack food merchandiser.  On October 10, 2000, we entered into a license agreement to market potato chips in Japan and other Asian markets under the Idaho Chips trademark.  On November 1, 2000, we changed our name to Cach Foods, Inc. to reflect our change in purpose.  

Cach Foods, Inc. became a public company on October 17, 2001.  From October 2001 through April 2003, we conducted research on producing, manufacturing and distributing potato chips and other snack foods.  In April of 2003, our license agreement to market Idaho Chips expired and we ceased our snack food activities.

On May 12, 2003, we entered an agreement and plan of reorganization with US Wireless Online, Inc.  The agreement closed on May 19, 2003.  Prior to closing, the Company effected a 0.48 to one reverse split of the then 12,152,000 currently issued and outstanding shares into 5,832,960 shares.  Our former president and director then cancelled 3,820,000 post-split shares that he owned.  As a result of this series of transactions, 11,492,565 post-reverse split shares of Cach Foods common stock were exchanged for all of the issued and outstanding shares of US Wireless Online, Inc. making US Wireless Online, Inc. a wholly-owned subsidiary of Cach Foods.  

Pursuant to the Agreement, the former officers and directors of Cach Foods resigned and David M. Ragland, Doug Keeney, Dan Burke, Sr., and James D. Murphy became directors of the Company and the Company changed its name from Cach Foods, Inc. to US Wireless Online, Inc.

US Wireless Online incorporated in 2000 to offer high-speed, low cost Internet access to small and medium sized businesses.  After six months of development and beta testing, US Wireless Online inaugurated commercial service in Atlanta, Georgia on January 1, 2001.  In February 2001, US Wireless Online successfully bid for certain operating assets of SENETS, a Multiple Dwelling Unit (“MDU”) operator then undertaking reorganization under Chapter 11 of the US Bankruptcy Code.  US Wireless Online used these assets to upgrade the Atlanta network.  In May 2001, US Wireless Online successfully acquired the wireless operations of Darwin, Inc., a hybrid MDU/wireless operator in Kentucky then also undertaking reorganization under Chapter 11. Through the Darwin acquisition, US Wireless Online acquired markets in Kentucky and Ohio and acquired a carrier-grade Network Operations Center.

Products

US Wireless Online’s core service is high-speed, wireless Internet access for business. Services are provided to businesses in Louisville, Kentucky; Cincinnati, Columbus and Dayton, Ohio; and Atlanta, Georgia.

US Wireless Online sells three products within these areas– high-speed Internet access (priced in four tiers from 128 kilobits to 2 megabits); Wi-Fi (wireless broadband) networks; and broadband connections in two convention centers.

Results of Operations for the Three-Month Period Ended March 31, 2004 and 2003

Revenues for US Wireless for the three-month period ended March 31, 2004 were $377,094 with a cost of sales of $245,729 resulting in a gross profit of $131,365.  Revenues for the three-month period ended March 31, 2003 were $411,982 with a cost of sales of $215,182 and a resulting gross profit of $196,800.  

Operating expenses and general and administrative expenses during the three-month period ended March 31, 2004  were $364,230 resulting in a net operating loss of $232,865.  Interest expense during this period was $14,897.  As a result of the foregoing, we realized a net loss of $247,762 during the three-month period ended March 31, 2004. Operating expenses and general and administrative expenses during the three-month period ended March 31, 2003 were $297,787 and resulted in a net operating loss for the period of $100,987. Interest expense during the three-month period ended March 31, 2003 was $12,253. As a result, our net loss for the period was $113,240.

All revenues during the three-month period ended March 31, 2004 derived from US Wireless’ Internet service activities.  Our predecessor, Cach Foods, did not generate any revenue from inception through May of 2003.  Pursuant to the May 19, 2003 Agreement and Plan of Reorganization, U.S. Wireless became a wholly-owned subsidiary of Cach Foods, Inc. and the Company’s name was changed to U.S. Wireless Online, Inc. The financial figures reported for the three-month period ended March 31, 2003 in this report’s financial statements reflect operations conducted by US Wireless Online, the privately held company prior to the reorganization with Cach Foods. The majority of expenses during the three-month period ended March 31, 2004 consisted of salaries, office rentals, legal, accounting and other professional fees.  

Liquidity and Capital Resources

At March 31, 2004, total assets were $808,108.  Total current assets were $79,667 consisting of $2,833 in cash, $52,033 in accounts receivable and $24,801 in prepaid expenses.  We also had property and equipment valued at $608,432.  Other assets consisted of our client base valued at $105,000 and $15,009 in deposits.  At December 31, 2003, total assets were $976,353 consisting of $170,693 in current assets, $683,612 in property and other assets of $122,048.  

Total liabilities at March 31, 2004 were $2,803,635.  Current liabilities were $2,475,134consisting of $820,554in accounts payable, $78,785 in accrued expenses and $19,722 in deferred revenue.  Other liabilities at March 31, 2004 consisted of $316,844 in convertible debentures, $1,279,007 in notes payable, $281,636in notes payable to David Hayes, a shareholder, and David Ragland, the Chairman of the Board of US Wireless, and $7,087 in long-term lease obligations.  Notes payable at December 31, 2003 include a $250,000 note payable that was issued to an unrelated party in May of 2003 to help cover acquisition expenses.  At December 31, 2003 the $250,000 note was in default.

Total liabilities at December 31, 2003 were $2,724,119 consisting of $2,486,235in current liabilities and $237,884in long-term debt.

Management believes that we have sufficient anticipated accounts receivable on hand to meet our immediate operating expenses.  However, we will require additional funding to reduce our liabilities.  We propose to fund our continuing operations through the sale of common stock, however, we cannot guarantee that we will generate sufficient proceeds to fund our operations and settle our debts.  If we require additional capital, we may seek advances from officers or shareholders, or explore other debt financing strategies.

ITEM 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer and our Chief Financial Officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

(b) Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K

Exhibit Number

Title

Location

31.1

Certification of Chief Executive Officer pursuant to

Section 302 of the Sarbanes- Oxley Act of 2002

Attached

31.2

Certification of Chief Financial Officer pursuant to

Section 302 of the Sarbanes- Oxley Act of 2002

Attached

32.1

Certification of Chief Executive Officer pursuant to

Section 906 of the Sarbanes- Oxley Act of 2002

Attached

32.2

Certification of Chief Financial Officer pursuant to

Section 906 of the Sarbanes- Oxley Act of 2002

Attached

Reports on Form 8-K:

U.S. Wireless Online, Inc. filed the following reports on Form 8-K during the three-month period covered by this report.

Date of Report	Title of Report	Event(s) Reported
February 27, 2004	8-K	Item 1. Changes in registrant's certifying accountant Item 2. Auditor consent letter

SIGNATURES

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

US WIRELESS ONLINE, INC.

Date: May 21, 2004

/s/ Douglas Keeney

Douglas Keeney

Chief Executive Officer

Date: May 21, 2004

/s/Daniel P. Burke, Sr.

Daniel P. Burke, Sr.

Chief Financial Officer

EX-31

Exhibit 31.1

Certification Pursuant to pursuant to Rule 13a-14(a) or Rule 15d-14(a)

of the Securities Exchange Act of 1934, as amended

I, Douglas Keeney, Chief Executive Officer of US Wireless Online, Inc. (the "Company"), certify that:

1. I have reviewed this quarterly report on Form 10-QSB of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the  registrant's internal control over financial reporting.

5. As the registrant's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely  affect the registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees  who have a significant role in the registrant's internal control over financial reporting.

/s/ Douglas Keeney

Douglas Keeney

Chief Executive Officer

Date: May 21, 2004

EX-31

Exhibit 31.2

Certification Pursuant to pursuant to Rule 13a-14(a) or Rule 15d-14(a)

of the Securities Exchange Act of 1934, as amended

I, Daniel P. Burke, Sr., Chief Financial Officer of US Wireless Online, Inc. (the "Company"), certify that:

1. I have reviewed this quarterly report on Form 10-QSB of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the  registrant's internal control over financial reporting.

5. As the registrant's certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely  affect the registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Daniel P. Burke, Sr.

Daniel P. Burke, Sr.

Chief Financial Officer

Date: May 21, 2004

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of US Wireless Online, Inc. a Nevada corporation (the “Company”), on Form 10-QSB for the quarterly period ending March 31, 2004 as filed with the Securities and Exchange Commission (the “Report”), I, Douglas Keeney, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350), that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Douglas Keeney

Douglas Keeney

Chief Executive Officer

Date: May 21, 2004

EX-32

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of US Wireless Online, Inc. a Nevada corporation (the “Company”), on Form 10-QSB for the quarterly period ending March 31, 2004 as filed with the Securities and Exchange Commission (the “Report”), I, Daniel P. Burke, Sr., Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350), that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Daniel P. Burke, Sr.

Daniel P. Burke, Sr.

Chief Financial Officer

Date: May 21, 2004