<PAGE>

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



                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 1
                                       TO
                                    FORM 10-Q

(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, 2000

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

     For the transition period from ______________ to ______________

                         Commission File Number 1-10346


                          MICROTEL INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)



           DELAWARE                                         77-0226211
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                         Identification No.)


                          9485 HAVEN AVENUE, SUITE 100
                       RANCHO CUCAMONGA, CALIFORNIA 91730
                    (Address of Principal Executive Offices)

                                 (909) 297-2699
                (Issuer's Telephone Number, Including Area Code)

                                 NOT APPLICABLE
         (Former Name, Former Address And Former Fiscal Year, if Changed
                               Since Last Report)

     Indicated by check 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 registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

     As of December 19, 2000, there were 20,569,759 shares of the issuer's
common stock, $.0033 par value, outstanding.

================================================================================
<PAGE>


                         PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>

<S>   <C>                                                                                                     <C>
ITEM 1.  FINANCIAL STATEMENTS.

         Consolidated Condensed Balance Sheets as of June 30, 2000 (unaudited)
               and December 31, 1999........................................................................    F-1

         Consolidated Condensed Statements of Operations and Comprehensive Income for the
               three and six months ended June 30, 2000 and l999 (unaudited)................................    F-2

         Consolidated Condensed Statements of Cash Flows for the six months ended
               June 30, 2000 and l999 (unaudited)...........................................................    F-3

         Notes to Consolidated Condensed Financial Statements (unaudited)...................................    F-4


ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS.............................................................      3

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
             MARKET RISK....................................................................................     20

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS..................................................................................     21

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS..........................................................     21

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES....................................................................     22

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................................     22

ITEM 5.  OTHER INFORMATION..................................................................................     22

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K...................................................................     22

SIGNATURES..................................................................................................     23

</TABLE>

                                        2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                  MICROTEL INTERNATIONAL, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                                         June 30,           Dec. 31,
                                                                           2000               1999
                                                                      ---------------    ---------------
<S>                                                                  <C>                <C>
ASSETS
  Cash and cash equivalents                                              $      391         $      481
  Short-term investments                                                        799                 --
  Accounts receivable, net                                                    6,256              6,519
  Inventories                                                                 4,941              4,181
  Other current assets                                                        1,274                578
                                                                          ---------           --------
      Total current assets                                                   13,661             11,759

Property, plant and equipment-net                                             1,378              1,393
Goodwill, net                                                                 3,123              1,507
Investment in unconsolidated affiliates                                          --              1,240
Other assets                                                                    492                722
                                                                          ---------          ---------
                                                                         $   18,654         $   16,621
                                                                          =========          =========
LIABILITIES, REDEEMABLE PREFERRED STOCK
 AND STOCKHOLDERS' EQUITY
Notes payable                                                            $    3,125         $    2,107
Current portion of long-term debt                                             1,509              1,422
Accounts payable                                                              5,263              4,771
Accrued expenses                                                              2,867              2,985
                                                                          ---------          ---------
      Total current liabilities                                              12,764             11,285
Long-term debt, less current portion                                            766                165
Other liabilities                                                               652                782
                                                                          ---------           --------
      Total liabilities                                                      14,182             12,232
  Convertible redeemable preferred stock, $10,000 unit
    value. Authorized 250 shares; issued and outstanding
    25 shares and 59.5 shares (aggregate liquidation
    preference of $250 and $595, respectively)
                                                                                253                588
Stockholders' equity:
  Preferred stock, $0.01 par value. Authorized
    10,000,000 shares; 0 shares issued and
     outstanding                                                                 --                 --
  Common stock, $.0033 par value. Authorized
    25,000,000 shares; issued and outstanding
    20,509,000 and 16,812,000 shares                                             68                 60
  Additional paid-in capital                                                 24,302             23,726
  Accumulated deficit                                                       (19,785)           (19,759)
  Accumulated comprehensive loss                                               (366)              (226)
                                                                          ----------         ----------
Total stockholders' equity                                                    4,219              3,801
                                                                          ---------          ---------
                                                                         $   18,654         $   16,621
                                                                          =========          =========
</TABLE>

     See accompanying notes to consolidated condensed financial statements.

                                       F-1
<PAGE>



                  MICROTEL INTERNATIONAL, INC. AND SUBSIDIARIES
    CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                               Three months ended                   Six months ended
                                                                    June 30,                            June 30,
                                                            2000              1999               2000               1999
                                                       ---------------  -----------------   ----------------   ----------------
                                                                      (in thousands, except per share amounts)
<S>                                                   <C>              <C>                 <C>                <C>
Net sales                                                 $     7,512      $     6,801         $    13,998       $    14,311
Cost of sales                                                   4,698            4,411               8,811             9,314
                                                           ----------       ----------          ----------        ----------
Gross profit                                                    2,814            2,390               5,187             4,997

Operating expenses:
       Selling, general and administrative                      2,459            2,890               4,671             6,607
       Engineering and product development                        253              477                 496             1,035
                                                           ----------       ----------          ----------        ----------

Income (loss) from operations                                     102             (977)                 20            (2,645)

Other income (expense)
       Interest expense                                           (99)             (83)               (195)             (202)
       Gain on sale of subsidiary                                  --               --                  --               331
       Equity in earnings of unconsolidated affiliates             --              191                  --               727
       Other                                                      110              (40)                205               (87)
                                                           ----------       -----------         ----------        -----------

Income (loss) before income taxes                                 113             (909)                 30            (1,876)

Income tax expense                                                  4                5                  10                13
                                                           ----------       ----------          ----------        ----------

Net income (loss)                                                 109             (914)                 20            (1,889)

Other comprehensive gain (loss)
  Changes in unrealized gain on marketable securities            (382)              --                  78                --
  Foreign currency translation adjustment                         (51)            (161)               (217)             (424)
                                                           -----------      -----------         -----------       -----------

Total comprehensive loss                                  $      (324)     $    (1,075)        $      (119)      $    (2,313)
                                                            =========        ==========          ==========        ==========

Basic earnings (loss) per share                           $     0.005      $    (0.054)        $    (0.001)      $    (0.123)
                                                           ==========       ==========          ==========        ===========
Diluted earnings (loss) per share                         $     0.004      $    (0.054)        $    (0.001)      $    (0.123)
                                                           ==========       ==========          ==========        ===========
</TABLE>

     See accompanying notes to consolidated condensed financial statements.

                                       F-2
<PAGE>


                  MICROTEL INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                    Six months ended June 30,
                                                                                   2000                   1999
                                                                              ---------------         --------------
                                                                                         (in thousands)
<S>                                                                          <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net income (loss)                                                       $       20              $   (1,889)
         Adjustments to reconcile net income (loss) to cash provided by
         (used in) operating activities:
               Depreciation and amortization                                            206                     240
               Amortization of intangibles                                              169                     173
               Gain on the sale of fixed assets                                         (43)                     --
               Gain on sale of subsidiary                                                --                    (331)
               Equity in earnings of unconsolidated entities                             --                    (727)
               Stock and warrants issued as compensation                                130                   1,219
               Other noncash items                                                      221                     463
               Changes in operating assets and liabilities:
                     Accounts receivable                                                987                   1,576
                     Inventories                                                        (19)                    626
                     Other assets                                                      (185)                     59
                     Accounts payable and accrued expenses                           (2,245)                 (1,081)
                                                                                  ----------              ---------
Cash provided by (used in) operating activities                                        (759)                    328
                                                                                  ----------              ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Net purchases of property, plant and equipment                                  (9)                    (52)
         Proceeds from sale of fixed assets                                              43                      --
         Proceeds from the sale of DTS stock                                            520                      --
         Proceeds from sale of subsidiary                                                --                     750
         Investment in Belix Ltd. companies                                            (592)                     --
         Cash received from note receivable                                              --                       9
                                                                                  ---------               ---------
Cash provided by (used in) investing activities                                         (38)                    707
                                                                                  ---------               ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Net proceeds (repayments) of notes payable and long term debt                  852                  (1,063)
         Proceeds from exercise of warrants and employee stock options                   73                      --
         Proceeds from sale of common stock                                              --                       2
                                                                                  ---------               ---------
Cash provided by (used in) financing activities                                         925                  (1,061)
                                                                                  ---------               ---------

Effect Of Exchange Rate Changes On Cash                                                (218)                   (424)
                                                                                  ----------              ---------
Net Decrease In Cash And Cash Equivalents                                               (90)                   (450)
                                                                                  ----------              ---------
Cash And Cash Equivalents At Beginning Of Period                                        481                     572
                                                                                  ---------               ---------
Cash And Cash Equivalents At End Of Period                                       $      391              $      122
                                                                                  =========               =========
</TABLE>

     See accompanying notes to consolidated condensed financial statements.

                                       F-3
<PAGE>



                          MICROTEL INTERNATIONAL, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     MicroTel International, Inc. is an international telecommunications
electronics company comprised of three wholly owned subsidiaries - CXR Telcom
Corporation in Fremont, California, CXR, S. A. in Paris, France and XIT
Corporation in Rancho Cucamonga, California. CXR Telcom Corporation and CXR, S.
A. design, manufacture and market electronic telecommunications test
instruments, wireless and wireline voice, data and video transmission and
network access equipment. XIT Corporation designs, manufactures and markets
information technology products, including input and display components,
subsystem assemblies and power supplies. The Company operates out of facilities
in the United States, France, England and Japan.

     The Company is organized into three segments - Instrumentation and Test
Equipment, Components and Subsystem Assemblies, and Circuits. Through the sale
of various subsidiaries in 1998 and 1999, the Company has divested a majority of
its circuits operations.

BASIS OF PRESENTATION

     The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with the rules and regulations of the Securities and
Exchange Commission and therefore do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations and cash flows in conformity with generally accepted accounting
principles.

     The unaudited consolidated condensed financial statements do, however,
reflect all adjustments, consisting of only normal recurring adjustments, which
are, in the opinion of management, necessary to state fairly the financial
position as of June 30, 2000 and the results of operations and cash flows for
the related interim periods ended June 30, 2000 and 1999. However, these results
are not necessarily indicative of results for any other interim period or for
the year. It is suggested that the accompanying consolidated condensed financial
statements be read in conjunction with the Company's Consolidated Financial
Statements included in its 1999 Annual Report on Form 10-K.

                                       F-4
<PAGE>


                          MICROTEL INTERNATIONAL, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


(2)  EARNINGS (LOSS) PER SHARE

     The following table illustrates the computation of basic and diluted loss
per share (in thousands, except per share amounts):

<TABLE>
<CAPTION>

                                                                Three months ended                  Six months ended
                                                                     June 30,                           June 30,
                                                         ---------------------------------  ---------------------------------
                                                              2000             1999              2000             1999
                                                         ---------------- ----------------  ---------------- ----------------
<S>                                                     <C>               <C>               <C>              <C>
          NUMERATOR:
          Net income (loss)                                 $       109      $      (914)     $        20        $   (1,889)

          Less: accretion of the excess of the
          redemption value over the carrying value of
          redeemable preferred stock                                 23              (11)              46                45
                                                            -----------      -----------      -----------        ----------
          Income (loss) attributable to common
          stockholders                                               86             (903)             (26)           (1,934)

          DENOMINATOR:
          Weighted average number of common shares
          outstanding during the period                          18,712           16,594           18,443            15,685

          Incremental shares from assumed conversions
          of  warrants, options and preferred stock               2,076               --               --                --
                                                            -----------      -----------      -----------        ----------
          Adjusted weighted average shares                       20,788           16,594           18,443            15,685

          Basic  loss per share                             $      .005      $     (.054)     $     (.001)       $    (.123)
                                                            ===========      ===========      ===========        ==========
          Diluted loss per share                            $      .004      $     (.054)     $     (.001)       $    (.123)
                                                            ===========      ===========      ===========        ==========
</TABLE>

     The computation of diluted loss per share for the six month period ended
June 30, 2000 and the six and three month period ended June 30, 1999 excludes
the effect of incremental common shares attributable to the exercise of
outstanding common stock options and warrants because their effect was
antidilutive due to losses incurred by the Company or such instruments had
exercise prices greater than the average market price of the common shares
during the periods presented.

                                       F-5
<PAGE>


                          MICROTEL INTERNATIONAL, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


(3)  INVENTORIES

     Inventories consist of the following:
<TABLE>
<CAPTION>


                                                June 30, 2000                December 31, 1999
                                             -----------------              ------------------
<S>                                         <C>                          <C>
         Raw materials                       $       1,684,000              $        1,728,000
         Work-in-process                             1,558,000                       1,199,000
         Finished goods                              1,699,000                       1,254,000
                                             ------------------             ------------------
                                             $       4,941,000              $        4,181,000
                                             ==================             ==================
</TABLE>

(4)  Litigation

     The Company and its subsidiaries from time to time become involved in legal
proceedings, claims and litigation arising in the ordinary course of business.
While the amounts claimed may be substantial, the ultimate liability cannot
presently be determined because of considerable uncertainties that exist.
Therefore, it is possible the outcome of such legal proceedings, claims and
litigation could have a material effect on quarterly or annual operating results
or cash flows when resolved in a future period. However, based on facts
currently available, management believes such matters will not have a material
adverse affect on the Company's consolidated financial position, results of
operations or cash flows.

(5)  ACQUISITION AND DISPOSITION OF BUSINESSES

     On January 7, 2000, the Company sold all of its interest in the common
stock in Digital Transmission Systems, Inc. ("DTS") to Wi-LAN, Inc.
("Wi-LAN"), a company based in Alberta, Canada in exchange for $520,000 and
28,340 shares of Wi-LAN common stock. Wi-LAN is a publicly traded company on
the Toronto Stock Exchange. The Wi-LAN common stock had a market value of
$720,000 on the date of the transaction. The Company was restricted from
selling the Wi-LAN stock until July 7, 2000 due to Toronto Stock Exchange
rules that restrict sales of stock obtained in an acquisition related
transaction. As of June 30, 2000 the value of the Company's Wi-Lan shares had
increased in value by $79,000 to $799,000. The increase in value has been
reflected in the carrying value of the investment and the other comprehensive
income or loss line of the equity section in the balance sheet. Accordingly,
the Wi-LAN investment is shown in the current asset section of the balance
sheet as short-term investments.

     On July 7, 2000, the Company sold all its shares of Wi-LAN common stock for
net proceeds of $917,000. The sale resulted in a gain of approximately $197,000
which will be included in the Company's results of operations in the third
quarter of 2000.

     On April 17, 2000, the Company finalized its acquisition of Belix Company,
Ltd., ("Belix") including its two subsidiaries. The Company purchased the
capital stock of Belix for $790,000 cash and an earn-out for the former
stockholders based on sales. The Company has recorded an estimated earn-out
accrual of approximately $800,000. In adition, the Company has recorded an
additional accrual of approximately $360,000 for certain severance and
relocation costs related to Belix. The company has included accruals in the
calculation of the cost of the acquisition. Belix is located in England, U. K.
and is in the business of manufacturing power supplies for various applications.
It will be integrated into the


                                       F-6
<PAGE>

                          MICROTEL INTERNATIONAL, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


Company's existing power supply producer, XCEL Power Systems, Ltd. Belix' assets
consist mostly of accounts receivable, inventories and fixed assets. All dollar
amounts indicated in this paragraph are derived from the conversion of British
pounds into U. S. dollars at the conversion rate in effect at the time of the
acquisition.

(6)  CONVERSION OF PREFERRED STOCK

     During the three months ended June 30, 2000, certain holders of convertible
redeemable preferred stock converted 34.5 shares of preferred stock into
1,743,285 shares of common stock. The same holders also exercised warrants to
purchase 172,500 shares of common stock for $0.25 per share.

(7)  Reportable Segments

     The Company has three reportable segments: Instrumentation and Test
Equipment, Components and Subsystem Assemblies, and Circuits. The
Instrumentation and Test Equipment segment operates principally in the U.S. and
European markets and designs, manufactures and distributes telecommunications
test instruments and voice and data transmission and networking equipment. The
Components and Subsystems Assemblies segment operates in the U.S., European and
Asian markets and designs, manufactures and markets information technology
products, including input and display components, subsystem assemblies, and
power supplies. The Company has disposed of the majority of its Circuits segment
business operations and has only one such operation that is material.

     The Company evaluates performance based upon profit or loss from operations
before income taxes exclusive of nonrecurring gains and losses. The Company
accounts for intersegment sales at prices negotiated between the individual
segments.

     The Company's reportable segments are comprised of operating entities
offering the same or similar products to similar customers. Each segment is
managed separately because each business has different customers, design,
manufacturing and marketing strategies.

     There were no differences in the basis of segmentation or in the basis of
measurement of segment profit or loss from the amounts disclosed in the
Company's consolidated financial statements included in its 1999 Annual Report
on Form 10-K.

     Selected financial data for each of the Company's operating segments is
shown below.

                                       F-7
<PAGE>


                          MICROTEL INTERNATIONAL, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


(7)  REPORTABLE SEGMENTS (CONTINUED)

<TABLE>

                                       Six months ended      Six months ended
                                        June 30, 2000          June 30, 1999
                                        -------------          -------------
<S>                                   <C>                    <C>
SALES TO EXTERNAL CUSTOMERS:
      Instruments                      $      7,193,000       $      7,357,000
      Components                              5,408,000              5,540,000
      Circuits                                1,397,000              1,414,000
                                        ---------------        ---------------
                                       $     13,998,000       $     14,311,000
                                        ===============        ===============

INTERSEGMENT SALES:
      Instruments                      $             --       $             --
      Components                                     --                130,000
      Circuits                                  153,000                321,000
                                        ---------------        ---------------
                                       $        153,000       $        451,000
                                        ===============        ===============

SEGMENT PRETAX INCOME (LOSS)
      Instruments                      $         46,000       $       (971,000)
      Components                              1,076,000                722,000
      Circuits                                 (266,000)              (892,000)
                                        ----------------       ----------------
                                       $        856,000       $     (1,141,000)
                                        ===============        ================

                                           June 30,                December 31,
                                             2000                     1999
                                         -------------             ------------
SEGMENT ASSETS
      Instruments                      $      7,139,000       $      7,960,000
      Components                              8,757,000              5,213,000
      Circuits                                1,319,000              1,379,000
                                        ---------------        ---------------
                                       $     17,215,000       $     14,552,000
                                        ===============        ===============
</TABLE>

                                       F-8
<PAGE>


                          MICROTEL INTERNATIONAL, INC.

        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(7)  REPORTABLE SEGMENTS (CONTINUED)

     The following is a reconciliation of the reportable segment loss and assets
to the Company's consolidated totals.

<TABLE>
<CAPTION>


                                                     Six months ended         Six months ended
                                                       June 30, 2000           June 30, 1999
                                                       -------------           -------------
<S>                                                 <C>                      <C>
 PRETAX INCOME (LOSS)
 Total income (loss) loss for reportable
    segments                                        $           856,000      $      (1,141,000)
 Unallocated amounts:
    Gain on sale of assets of subsidiary                             --                331,000
    Equity in earnings of unconsolidated
       affiliates                                                    --                727,000
       Write-down of note receivable                                 --               (466,000)
    Warranty reserve reversal                                   110,000                     --
    Unallocated general corporate expenses
                                                               (936,000)            (1,327,000)
                                                      ------------------      -----------------
 Consolidated loss before income taxes              $            30,000      $      (1,876,000)
                                                     ==================       ================


                                                         June 30,               December 31,
                                                           2000                     1999
                                                           ----                     ----
ASSETS
    Total assets for reportable segments            $        17,215,000      $      14,552,000
    Other assets                                              1,439,000              2,069,000
                                                     ------------------        ---------------
 Total consolidated assets                          $        18,654,000      $       16,621,000
                                                     ==================       =================

</TABLE>

                                       F-9
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

     This Quarterly Report on Form 10-Q contains certain forward-looking
statements which generally include the plans and objectives of management for
future operations, including plans and objectives relating to our future
economic performance. The forward-looking statements and associated risks may
include, relate to or be qualified by other important factors, including,
without limitation:

     ---  the projected growth in the telecommunications and electronic
          components;
     ---  our business strategy for expanding our presence in these markets;
     ---  anticipated trends in our financial condition and results of
          operations; and
     ---  our ability to distinguish ourselves from our current and future
          competitors.

We do not undertake to update, revise or correct any forward-looking statements.

     The information contained in this report is not a complete description of
our business or the risks associated with an investment in our common stock.
Before deciding to buy or maintain a position in our common stock, you should
carefully review and consider the various disclosures we made in this report,
and in our other materials filed with the Securities and Exchange Commission,
including our Annual Report on Form 10-K for the fiscal year ended December 31,
1999, as amended, that discuss our business in greater detail and that also
disclose various risks, uncertainties and other factors that may affect our
business, results of operations or financial condition.

     Any of the factors described alone or in the "Risk Factors" section could
cause our financial results, including our net income (loss) or growth in net
income (loss) to differ materially from prior results.

OVERVIEW

     We are a Delaware corporation that was formed July 14, 1989 under the name
CXR Corp. to hold the shares of two of our three present direct wholly-owned
operating subsidiaries, CXR Telcom Corporation, a Delaware corporation and CXR,
S.A., a company organized under the laws of France. These two subsidiaries
manufacture, assemble and distribute transmission and network access products
and telecommunications test instruments. We amended our certificate of
incorporation to change our name to CXR Corporation in October 1989 and then to
MicroTel International, Inc. in March 1995.

     On March 26, 1997 we acquired our third present direct wholly-owned
operating subsidiary, XIT Corporation. XIT Corporation was a private,
closely-held New Jersey corporation that was formed in 1983 and had been
operating in the United States, England and Japan as a designer, manufacturer
and marketer of information display and input products and printed circuit
boards for the international telecommunications, medical, industrial, military
and aerospace markets.

     Our acquisition of XIT Corporation occurred in the form of a merger of a
newly formed and wholly-owned subsidiary of our company with and into XIT
Corporation. The merger involved an exchange by the former shareholders of XIT
Corporation of all of the outstanding shares of XIT Corporation for newly issued
shares of MicroTel International, Inc. representing a majority ownership
interest in MicroTel International, Inc. Because the merger resulted in a change
in control of MicroTel International, Inc., the merger was accounted for as a
reverse acquisition, and historical financial information of XIT Corporation is
used as the historical financial information of MicroTel International, Inc.

                                       -3-
<PAGE>

     We previously organized our operations in three business segments:

     --- Instrumentation and Test Equipment;
     --- Components and Subsystem Assemblies; and
     --- Circuits.

     In an effort to focus our attention and working capital on our
telecommunications test instruments and our transmission and network access
products, we sold substantially all of the assets of XCEL Arnold Circuits, Inc.
in April 1998 and sold substantially all of the assets of HyComp, Inc., a
manufacturer of hybrid circuits, in April 1999.

     In October 2000, we decided to discontinue our circuit segment. On November
28, 2000, we sold XCEL Etch Tek, which was our only remaining material circuit
board business and was a division of XIT Corporation. We intend to retain our
Monrovia, California circuit board manufacturing facility as a captive supplier
of circuit boards to XIT Corporation's Digitran Division.

     Consequently, through our three direct wholly-owned operating subsidiaries,
XIT Corporation, CXR Telcom Corporation and CXR, S.A., and through the divisions
and subsidiaries of our subsidiaries, we presently design, manufacture,
assemble, and market products and services in the following two business
segments:

     Telecommunications

     -    Telecommunications Test Instruments (analog and digital test
          instruments used in the installation, maintenance, management and
          optimization of public and private communication networks)

     -    Transmission and Network Access Products (range of products for
          accessing the public and private networks for the transmission of
          data, voice and video)

     Electronic Components (digital switches and electronic power supplies)

     Our sales are primarily in North America, Europe and Asia. Although a
majority of our sales for the periods covered in this report were to customers
in the telecommunications industry, we also have significant sales to
industrial, medical, aerospace and military customers. Revenues are recorded
when products are shipped if shipped FOB shipping point or when received by the
customer if shipped FOB destination.

     Although our operations as of the date of this report are organized into
two business segments, the financial statements and the discussion relating to
the financial statements contained in this report reflect our previous
organization into three segments because the discontinuation of our circuits
segment did not occur until October 2000.


                                       -4-
<PAGE>


RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2000 VERSUS THREE MONTHS ENDED JUNE 30, 1999

     NET SALES

     Consolidated net sales for the second quarter of 2000 increased by $711,000
or 10.5% compared with the same period in 1999. The table below shows the
composition of consolidated net sales by business segment.

<TABLE>
<CAPTION>

                              Three Months Ended       Three Months Ended           Variance-          Percent
        Segment                 June 30, 2000             June 30, 1999        Increase (Decrease)      Change
        -------                 -------------             -------------        -------------------      ------
<S>                         <C>                      <C>                     <C>                      <C>
Test Equipment                 $      3,641               $      3,649            $             (8)        (0.2)%
Components                            3,143                      2,622                         521         19.9%
Circuits                                728                        530                         198         37.4%
                                -----------                -----------             ----------------
  Total                        $      7,512               $      6,801            $            711         10.5%
                                ===========               ============             ================
</TABLE>

     The relative percent of net sales by segment between the respective periods
experienced the following changes:


<TABLE>
<CAPTION>

                          Three Months Ended   Three Months Ended
        Segment             June 30, 2000        June 30, 1999
        -------             -------------        -------------
<S>                     <C>                    <C>
     Test Equipment              48.5%                 53.7%
     Components                  41.8%                 38.5%
     Circuits                     9.7%                  7.8%
                               ----------           ----------
     Total                      100.0%                100.0%
                               ==========           ==========
</TABLE>

     The Instrument and Test Equipment segment sales remained approximately the
same in the second quarter of 2000 compared to the second quarter of 1999. CXR
Telcom experienced a $665,000 increase in sales of its test equipment in the
second quarter of 2000 as compared to the prior year period as a result of
favorable acceptance of the Company's new compact series 704 test equipment.
This increase was offset by lower than expected sales of transmission equipment
from CXR S. A. such as ISDN products and modems. The U. S. transmission product
line was transferred from CXR Telcom in Fremont, California to CXR S. A. in
France effective April 1, 2000.

     The Component segment sales increased $521,000 or 19.9% in the second
quarter of 2000 over such sales in the prior year period. The Rancho Cucamonga,
California based XIT Corporation ("XIT") increased its sales by $119,000 in the
second quarter of 2000 as compared to the second quarter of 1999 primarily due
to the acceleration of orders of one of XIT's largest customers for the final
year of a five year contract. The Company's Japanese subsidiary XCEL Japan, Ltd.
increased its sales by $140,000 in the current quarter as compared to the prior
year period primarily as result of improved economic conditions in Asian
markets. The remaining increase in sales of $262,000 for the second quarter of
2000 as compared to the second quarter of 1999 for the Component segment was
primarily due to the net addition to sales that the acquisition of Belix Ltd.
contributed to the Company's U. K. subsidiary, XCEL Power Systems, Ltd. ("XPS").
Belix contributed $658,000 of revenue in the second quarter of 2000.

     The Circuit segment increased sales by $198,000 or 37.4% in the second
quarter of 2000 from the second quarter of 1999. The increase in sales was the
result of the Company's effort to increase this segment's sales to unrelated
third parties in conjunction with a planned reduction of intercompany sales.
However, management believes it may be in the Company's long term interest to
exit the Circuit segment.

                                       -5-
<PAGE>

     GROSS PROFIT

     Consolidated gross profit as a percent of net sales increased to 37.5% in
the second quarter of 2000 from 35.1% in the second quarter of 1999. The
composition of consolidated gross profit by business sector and the percentages
of related net sales are shown in the following table for the periods indicated:

<TABLE>
<CAPTION>


                         Three Months Ended   Percent of Related    Three Months Ended   Percent of Related
                            June 30, 2000          Net Sales          June 30, 1999           Net Sales
    SEGMENT                 -------------          ---------          -------------           ---------
<S>                     <C>                   <C>                   <C>                   <C>
Test Equipment             $      1,490                40.9%          $       1,446               39.6%
Components                        1,284                40.9%                    933               35.6%
Circuits                             40                 5.5%                     11                2.0%
                            -----------                                ------------
Total                      $      2,814                37.5%          $       2,390               35.1%
                            ===========                                ============
</TABLE>

     Gross profit for the Instrumentation and Test Equipment segment as a
percent of net sales improved to 40.9% in the second quarter of 2000 from 39.6%
in the second quarter of 1999. The gross profit improvement primarily resulted
from a greater percentage of higher margin test equipment sold in the current
quarter than in the prior year quarter in comparison to total sales of test
equipment and transmission equipment. The increase in relatively high margin
test equipment sales more than offset the lower margins related to the
transmission and modem sales. The gross profit at CXR Telcom improved to 50% in
the second quarter of 2000 as compared to 45% in the second quarter of 1999. For
the same comparison period, CXR S. A.'s gross profit fell to 35.4% from 37.4%.
This reduction in margin was primarily the result of lower quantities of
transmission and modem production sold and to higher material costs due to the
lower valuation of the French Franc in relation to U. S. dollars.

     The Component segment improved its gross profit as a percentage of sales
substantially to 40.9% in the second quarter of 2000 from 35.6% in the second
quarter of 1999. XIT greatly improved its gross profit margin as a percent of
sales to 66.5% in the current quarter from 41.8% in the prior year quarter. This
highly improved performance primarily resulted from additional manufacturing
efficiencies, less overhead due to the relocation last November into less costly
facilities, the discontinuation of the less profitable subsystem assemblies
business and higher production volumes. Partially offsetting such improvements
was a reduction in gross profit as a percent of sales at XPS to 15.4% in the
second quarter of 2000 from 27.2% in the second quarter of 1999. Incomplete
engineering and delays in the receipt of components negatively impacted Belix
and delays in production releases for existing contracts unfavorably impacted
XPS. Belix contributed $658,000 of revenue in the second quarter of 2000.

         The Circuits segment improved its gross profit as a percent of net
sales in the second quarter of 2000 to 5.5% from 2% in the second quarter of
1999. The improvement mainly was due to the to higher prices from more outside
business and improved efficiencies due to higher volumes.

                                       -6-
<PAGE>


     OPERATING EXPENSES

     Operating expense for the three months ended June 30, 2000 and 1999 were
comprised of the following:

<TABLE>
<CAPTION>
                                                          Three Months Ended          Three Months Ended
                                                            June 30, 2000                June 30, 1999
                                                            -------------                -------------
<S>                                                       <C>                         <C>
Commissions                                                        $   209                      $   189
Other selling expense                                                  796                          850
                                                                   -------                      -------
Total selling expense                                                1,005                        1,039
General & administrative                                             1,454                        1,851
                                                                   -------                      -------
Total selling, general & administrative                            $ 2,459                      $ 2,890
                                                                   =======                      =======
Engineering & product development                                  $   253                      $   477
                                                                   =======                      =======
</TABLE>

     Total selling expense as a percentage of net sales decrease to 13.3% from
15.3% for the three months ended June 30, 2000 and 1999, respectively, primarily
due to cost reductions at CXR Telcom in Fremont, California. Commissions, as a
percentage of net sales, remained relatively stable at 2.8% for both the current
quarter and the prior year second quarter.

     General and administrative expenses ("G&A") declined to $1,454,000 or 19.4%
of net sales in the current quarter from $1,851,000 or 27.2% of net sales in the
second quarter of 1999. The G&A for the prior year period included an expense of
$466,000 to establish a reserve for a note receivable. Without this charge the
prior year period G&A would have been $1,385,000 and would have represented
20.4% of sales.

     Engineering and product development costs were incurred by the
Instrumentation and Test Equipment segment in the second quarters of 2000 and
1999. Such costs were $253,000 or 3.4% of net sales in the second quarter of
2000 compared to $477,000 or 7% of net sales in the second quarter of 1999. The
majority of the reduction in engineering and product expenses in the current
quarter as compared to the prior year period is due to the closing down of the
engineering function at the CXR Telcom facilities in Fremont, California and
concentrating the engineering efforts in the St. Charles, Illinois engineering
facility. Management believes a substantial engineering and product development
effort is necessary to maintain the Company's competitive position.

     OTHER INCOME AND EXPENSE

     Interest expense increased slightly in the second quarter of 2000 from the
second quarter of 1999. Other income of $110,000 included a reversal of a
warranty reserve related to the prior year sale of HyComp, Inc., a former
subsidiary of the Company. The reserve was partially reversed due to the
settlement of a warranty issue and therefore the Company recorded other income
of $116,000.

                                       -7-
<PAGE>


SIX MONTHS ENDED JUNE 30, 2000 VERSUS JUNE 30, 1999

     NET SALES

     Consolidated net sales for the first six months of 2000 decreased by
approximately $313,000 or 2.2% compared with the same period in 1999. The table
below shows the composition of consolidated net sales by business sector.

<TABLE>
<CAPTION>
                                                                        Variance-
                          Six Months Ended     Six Months Ended         Increase/              Percent
       Segment              June 30, 2000        June 30, 1999          (Decrease)             Change
       -------              -------------        -------------          ----------             ------
<S>                     <C>                   <C>                    <C>                    <C>
Test Equipment             $       7,193         $      7,357           $   (164)               (2.2)%
Components                         5,408                5,540               (132)               (2.4)%
Circuits                           1,397                1,414                (17)               (1.2)%
                           -------------         ------------           ----------
    Total                  $      13,998         $     14,311           $   (313)               (2.2)%
                            ============          ===========           ===========
</TABLE>

     The relative percent of net sales by segment between the respective periods
experienced the following changes:

<TABLE>
<CAPTION>


                          Six Months Ended     Six Months Ended
     Segment                June 30, 2000        June 30, 1999
     -------                -------------        -------------
<S>                      <C>                  <C>
Test Equipment                   51.4%                 51.4%
Components                       38.6%                 38.7%
Circuits                         10.0%                  9.9%
                               ---------             ---------
   Total                        100.0%                100.0%
                               =========             =========
</TABLE>

     The Instrument and Test Equipment segment sales declined by 2.2% in the
first half of 2000 compared to the first half of 1999. However, CXR Telcom
experienced a $1,366,000 increase in sales of test equipment in the first half
of 2000 as compared to the prior year period in which $630,000 of test equipment
was sold. The increase was primarily due to favorable acceptance of the
Company's new compact series 704 test equipment. This represents a 217% increase
in test equipment sales in the first half of 2000 from the first half of 1999.
This increase was offset by lower than expected sales of transmission equipment
from CXR S. A. such as ISDN products and modems. The U. S. transmission product
line was transferred from CXR Telcom in Fremont, California to CXR S. A. in
France effective April 1, 2000.

     The Component segment sales decreased slightly by 2.4% in the six-month
period ended June 30, 2000 from the prior year six-month period. XPS in the U.
K. incurred a sales decline of 9.8% in the first half of 2000 as compared to the
first half of 1999 primarily due to delays in the release of production for
certain contracts. However, the Company's Japanese subsidiary, XCEL Japan, Ltd.,
increased its sales by $132,000, or 41.8% in the current six-month period as
compared to the prior year period due to strong sales in the Asian market for
components. Belix contributed $658,000 of revenue during the first half of 2000.

     The Circuit segment sales remained relatively flat in the six-month period
ended June 30, 2000 as compared to the six-month period ending June 30, 1999.
The first six-month period of 1999 included $456,000 sales of HyComp, Inc. a
former subsidiary that was sold on March 31, 1999. Excluding the HyComp Inc.
sales from the first half of 1999, the circuit segment sales increased to
$1,397,000 in the first six-month period of 2000 from $958,000 in the first
six-month period of 1999 which represents a $439,000 increase in sales or a
45.8% increase. The dramatic improvement in sales volume has been attained by
concentrated effort to replace intercompany sales with more profitable third
party sales. Notwithstanding the remarkable progress that has been achieved in
this segment, management believes it may be in the long-term interest of the
Company to leave this segment.

                                      -8-
<PAGE>

     GROSS PROFIT

         Consolidated gross profit as a percent of net sales increased to 37.1%
in the first half of 2000 from 34.9% in the first half of 1999. The composition
of consolidated gross profit by business sector and the percentages of related
net sales are shown in the following table for the periods indicated:

<TABLE>
<CAPTION>


                          Six Months Ended    Percent of Related   Six Months Ended     Percent of Related
      Segment               June 30, 2000          Net Sales         June 30, 1999          Net Sales
      -------               -------------          ---------         -------------          ---------
<S>                      <C>                  <C>                  <C>                 <C>
Test Equipment               $      2,842              39.5%             $     2,900           39.4%
Components                          2,230              41.2%                   2,016           36.4%
Circuits                              115               8.2%                      81            5.7%
                              -----------                                 ----------
Total                        $      5,187              37.1%             $     4,997           34.9%
                              ===========                                 ==========
</TABLE>

     Gross profit for the Instrumentation and Test Equipment segment as a
percent of net sales was relatively unchanged in the six-month period of 2000 as
compared to the six-month period of 1999. The gross profit at CXR Telcom
improved to 45% in the first half of 2000 as compared to 38.1% in the first half
of 1999. For the same comparison period, CXR S. A.'s gross profit fell to 36.2%
from 40%. This reduction in margin was primarily the result of higher material
costs due to the lower valuation of the French Franc in relation to U. S.
dollars.

     The Component segment improved its gross profit as a percentage of sales to
41.2% in the six-month period ending on June 30, 2000 from 36.4% in the
six-month period ending on June 30, 1999. XIT greatly improved its gross profit
margin as a percent of sales to 62.2% in the first half from 42.4% in the
comparable prior year period. This improved performance primarily resulted from
additional manufacturing efficiencies, less overhead due to the relocation last
November into less costly facilities, the discontinuation of the less profitable
subsystem assemblies business and higher production volumes. Partially
offsetting such improvements was a reduction in gross profit as a percent of
sales at XPS to 15.4% in the first half of 2000 from 28.7% in the first six
months of 1999. The reduction primarily resulted from the additional costs
associated with integrating the Belix operations into the XPS operations. Also,
both Belix and XPS experienced lower than expected sales. Incomplete engineering
and delays in the receipt of components negatively impacted Belix and delays in
production releases for existing contracts unfavorably impacted XPS. Belix
contributed $658,000 of revenue in the first half of 2000.

     The Circuits segment improved its gross profit as a percent of net sales in
the first half of 2000 to 8.2% from 5.7% in the first half of 1999. The
improvement mainly was due to a 45.8% increase in sales of the Company's
remaining Circuit segment facilities which was due to higher prices from more
outside business and improved efficiencies due to higher volumes.

                                      -9-
<PAGE>

     OPERATING EXPENSES

     Operating expense for the six months ended June 30, 2000 and 1999 were
comprised of the following.

<TABLE>
<CAPTION>
                                                         Six Months Ended      Six Months Ended
                                                           June 30, 2000        June 30, 1999
                                                           -------------        -------------
<S>                                                     <C>                  <C>
Commissions                                                 $      414              $     439
Other selling expense                                            1,541                  1,788
                                                            ----------              ---------
Total selling expense                                            1,955                  2,227
General & Administrative                                         2,716                  4,380
                                                            ----------              ---------
Total S,G & A                                               $    4,671              $   6,607
                                                            ==========              =========
Engineering & product development                           $      496              $   1,035
                                                            ==========              =========
</TABLE>


     Total selling expense as a percentage of net sales decrease to 13.9% from
15.6% for the six months ended June 30, 2000 and 1999, respectively, primarily
due to cost reductions at CXR Telcom in Fremont, California. Commissions, as a
percentage of net sales, remained stable at 3% for both the current six-month
period and the prior year six-month period.

     General and Administrative Expenses ("G&A") declined dramatically to
$2,716,000 or 19.4% of net sales in the first half of 2000 from $4,380,000 or
30.6% of net sales in the first half of 1999. The G&A for the prior year period
of 1999 included an expense of $466,000 to establish a reserve for a note
receivable, a charge of $522,000 associated with the company's program to retain
its listing on Nasdaq and a $193,000 charge related to a 1997 acquisition.
Without these charges the prior year period G&A would have been $3,199,000 and
would have represented 22.4% of sales. The reduction of G&A expenses to 19.4% of
sales represents the results of much of the company's cost cutting efforts of
1999 and early 2000. Management is continuing to reevaluate all costs and
intends to continue reducing administrative expenses in relation to the
Company's business levels.

     Engineering and product development costs were incurred by the
Instrumentation and Test Equipment segment in the first half of 2000 and 1999
except for $32,000 of such costs incurred by the Circuits segment in the first
quarter of 1999. Engineering and product and development costs were $496,000 or
3.5% of net sales in the first half of 2000 compared to $1,035,000 or 7.2% of
net sales in the first half of 1999. The majority of reduction in engineering
and product expenses in the current quarter as compared to the prior year period
is due to the closing down of the engineering function at the CXR Telcom
facilities in Fremont, California and concentrating the engineering efforts in
the St. Charles, Illinois engineering facility. Management believes a
substantial engineering and product development effort is necessary to maintain
the Company's competitive position.

     OTHER INCOME AND EXPENSE

     Interest expense decreased slightly in the second half of 2000 from the
second half of 1999. Other income of $110,000 included a reversal of a warranty
reserve related to the prior year sale of HyComp, Inc., a former subsidiary of
the Company. The reserve was partially reversed due to the settlement of a
warranty issue and therefore the Company recorded other income of $116,000. The
other income category for the period ended June 30, 1999 included $331,000 gain
on the sale of HyComp, Inc., a former subsidiary and $727,000 of recorded
earnings based on the equity method as result of earnings of the Company's
former ownership of 37% of the common stock of Digital Transmission Systems,
Inc.

                                      -10-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Cash of $759,000 was used by operations in the first six months of 2000
compared to cash of $328,000 provided by operations in the first six months of
1999. The decrease in cash used in operations resulted primarily from
substantial payments of accrued expenses and accounts payable. Accounts
receivables collection provided much of the cash to partially offset the cash
used in the reduction in accrued expenses and payables. Cash flows from
investing activities included cash received from the sale of the Company's 37%
interest in Digital Transmission Systems, Inc. ("DTS") offset with the
investment in Belix. Financing activities provided $925,000 of cash flow
primarily from additional debt related to the acquisition of Belix.

     On January 7, 2000, the Company sold all of its interest in the common
stock of ("DTS") to Wi-LAN, Inc., a public company based in Alberta, Canada. As
consideration, the Company received $520,000 in cash and 28,340 shares of Wi-LAN
common stock valued at approximately $720,000 at the time of the transaction.
The Company used the cash to pay down debt. In conjunction with the transaction,
the Company's lender, Congress Financial Corporation ("Congress"), agreed to
waive certain defaults of the loan agreement relating to a $350,000 overdraft
the Company was required to pay down by September 22, 1999 and eliminated the
requirement of a $350,000 target reserve. The target reserve was a funding
requirement to pay down the principal of the term loan by $350,000 in addition
to the regular monthly principal payments secured by the Wi-LAN stock.

     Due to rules of the Toronto Stock Exchange, where Wi-LAN, Inc. stock
trades, the Company was prohibited from selling its interest in the Wi-LAN, Inc.
stock for six months after acquisition because the stock was acquired in a
transaction related to the sale or purchase of a company. However, the Company's
lender did increase the Company's borrowing availability by $400,000 on February
29, 2000 by providing an authorized overdraft. On July 7, 2000, the Company sold
all its shares of Wi-LAN common stock for net proceeds of $917,000. The sale
resulted in a gain of approximately $197,000 which will be included in the
Company's results of operations in the third quarter of 2000. The proceeds were
used to pay down debt owed Congress eliminating the overadvance and paying down
the term loan balance to $55,000.

     The financing facility provided by Congress expired on June 23, 2000.
Congress has twice amended its loan agreement with the Company to extend its
credit facility through August 14, 2000. The Company expects to have completed
the process of obtaining new financing with the business credit operations of a
well-known national lending institution and anticipates paying off its Congress
debt by August 14. However, there can be no assurance that the new financing
will be obtained.

     The Company's cash situation continues to improve in the domestic
operations. In light of the recent efforts in cost cutting, reorganizing in the
Instrument and Test Equipment segment and the improvement in recent orders,
management believes the Company's cash situation has improved substantially
since the fourth quarter of 1999. The Company expects to further improve its
cash position on the effective date of the new financing discussed above.

LEGAL PROCEEDINGS

     There are no material legal proceedings pending against the Company (see
Note 4 to the Consolidated Condensed Financial Statements included elsewhere
herein).

                                      -11-
<PAGE>

YEAR 2000

     To date, the Company experienced no material effects related to computer
operations and the arrival of the year 2000 as of the date of this report.
Management does not expect any disruptions due to the year 2000 as management
believes all its current systems are year 2000 compliant.

EFFECTS OF INFLATION

     The impact of inflation and changing prices has not been significant on the
financial condition or results of operations of either the Company or its
various operating subsidiaries.

EURO CONVERSION

     The Company has operating subsidiaries located in France and the U.K. with
combined net sales from these operations approximating 49% of total Company net
sales for the first half of 2000. Net sales from the French subsidiary
participating in the Euro conversion were 32% of the Company's net sales for the
first half of 2000. The Company continues to review the impact of the Euro
conversion on its operations.

     In 1998, the Company's European operations took steps to ensure their
capability of entering into Euro transactions as of January 1, 1999. No material
changes to information technology and other systems were necessary to
accommodate these transactions as such systems previously had the capability to
utilize multiple currencies.

     While it is difficult to assess the competitive impact of the Euro
conversion on the Company's European operations, at this time, the Company does
not foresee any material impediments in its ability to compete for orders from
customers requesting pricing using the new exchange rate. Since the Company has
no significant direct sales between its U.S. operations and Europe, exchange
rate risk is regarded as nominal.

RISK FACTORS

WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT WHICH MAY CONTINUE IN THE
FUTURE AND WHICH MAY ADVERSELY IMPACT OUR BUSINESS AND OUR STOCKHOLDERS.

     Our consolidated financial statements have been prepared assuming we will
continue as a going concern. We incurred significant net operating losses in
each of the years ended December 31, 1999, 1998 and 1997. We realized a net loss
of approximately $4.6 million for the twelve months ended December 31, 1999, as
compared to incurring a net loss of approximately $1.2 million for the twelve
months ended December 31, 1998 and a net loss of approximately $9.7 for the
twelve months ended December 31, 1997. Additionally, we were in default of our
previously outstanding domestic credit facility agreement because we were not in
compliance with an adjusted net worth covenant contained in that agreement.
These factors raised substantial doubt about our ability to continue as a going
concern and led our independent certified public accountants to modify their
unqualified opinion to include an explanatory paragraph related to our ability
to continue as a going concern. Our consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

     For the nine-month period ended September 30, 2000, we reported net income
of approximately $0.4 million. Our accumulated deficit and accumulated
comprehensive loss through September 30, 2000 were approximately $19.4 million
and $0.7 million, respectively, and as of that date we had a total stockholders'
equity of approximately $5.3 million. We expect to realize net income during the
quarter

                                      -12-
<PAGE>

and year ended December 31, 2000. However, there is no assurance that we
actually will realize net income for these periods or maintain profitable
operations in the future. If we are unable to do so, there may be a material
adverse effect on our cash flows, which could cause us to violate covenants
under our credit facility and could impede our ability to raise capital, if
needed, through debt or equity financing.

FINANCIAL STATEMENTS OF OUR FOREIGN SUBSIDIARIES ARE PREPARED USING THE RELEVANT
FOREIGN CURRENCY WHICH MUST BE CONVERTED INTO UNITED STATES DOLLARS FOR
INCLUSION IN OUR CONSOLIDATED FINANCIAL STATEMENTS. AS A RESULT, EXCHANGE RATE
FLUCTUATIONS MAY ADVERSELY IMPACT OUR REPORTED RESULTS OF OPERATIONS.

     We have established and acquired international subsidiaries that prepare
their balance sheets in the relevant foreign currency. In order to be included
in our consolidated financial statements, these balance sheets are converted, at
the then current exchange rate, into United States dollars, and the statements
of operations are converted using weighted average exchange rates for the
applicable period. Accordingly, fluctuations of the foreign currencies relative
to the United States dollar could have an effect on our consolidated financial
statements. Our exposure to fluctuations in currency exchange rates has
increased as a result of the growth of our international subsidiaries. However,
because historically the majority of our currency exposure has related to
financial statement translation rather than to particular transactions, we do
not intend to enter into, nor have we historically entered into, forward
currency contracts or hedging arrangements in an effort to mitigate our currency
exposure.

THE MARKETS IN WHICH WE COMPETE ARE HIGHLY COMPETITIVE. WE EXPECT THEM TO BECOME
MORE COMPETITIVE IN THE FUTURE, WHICH COULD RESULT IN SIGNIFICANT PRICE
COMPETITION, REDUCED REVENUES, LOWER PROFIT MARGINS OR LOSS OF MARKET SHARE.

     The telecommunications and electronic components markets are highly
competitive. These markets may experience pricing and margin pressure that could
adversely affect our business, financial condition and operating results. A
number of development stage companies and major domestic and international
companies offer products and services within the same markets that we target.
Some of our competitors and potential competitors have larger technical staffs,
more established and larger marketing and sales organizations and significantly
greater financial resources than us. Our competitors may develop products and
services that are superior to ours or that achieve greater market acceptance.
Our future success will depend significantly upon our ability to increase our
share of our target markets and to sell additional products, product
enhancements and services to our customers. Competition may decrease:

     --   our market share;
     --   the prices we receive for our products and services;
     --   our revenues; and/or
     --   our profit margins.

Any of these decreases could adversely affect our business, financial condition
and operating results. As a result, we may not be able to compete successfully.

IN ORDER TO COMPETE SUCCESSFULLY, WE MUST KEEP PACE WITH THE RAPID CHANGES
INVOLVING THE ELECTRONIC COMPONENTS AND TELECOMMUNICATIONS INDUSTRIES.

     The electronic components and telecommunications industries are
characterized by rapid technological advances, changes in customer requirements,
evolving industry standards and frequent new product and services introductions
and enhancements. New products and services based on new technologies or new
industry standards may quickly render existing products and services obsolete.
Our future success will depend upon our ability to enhance our current products
and services and to develop

                                      -13-
<PAGE>

and introduce new products and services that keep pace with technological
developments, respond to the growth in the markets in which we compete,
encompass evolving customer requirements and achieve market acceptance. Any
failure on our part to anticipate or respond adequately to technological
developments and customer requirements, or any significant delays in developing
or introducing new products and services, could result in a loss of
competitiveness, revenues, profit margins or market share. There is no assurance
that any new products, services or enhancements which we develop will achieve
market acceptance.

WE RELY ON A RELATIVELY LIMITED NUMBER OF CUSTOMERS, AND THE LOSS OF ANY
SIGNIFICANT CUSTOMER COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS AND
FINANCIAL CONDITION.

     We derive a significant portion of our revenues from a relatively limited
number of customers. For the nine months ended September 30, 2000, our ten
largest customers accounted for approximately 36% of our revenues. We anticipate
that our ten largest customers will continue to account for a large portion of
our revenues for the foreseeable future. The loss of any one or more of these
major customers would likely have a material adverse effect on our business,
prospects, financial condition, results of operations and cash flows.

OUR LACK OF LONG-TERM PURCHASE ORDERS OR COMMITMENTS MAY AFFECT OUR BUSINESS IF
DEMAND IS REDUCED.

     During the nine months ended September 30, 2000, the sale of
telecommunications equipment and related services accounted for approximately
55% of our total sales. In many cases we have long-term contracts with our
telecommunications customers but do not receive long-term purchase orders or
commitments under such contracts. Rather, we receive purchase orders for only
such quantities of telecommunications equipment as are required from time to
time by our customers.

     During the nine months ended September 30, 2000, the sale of electronic
components accounted for approximately 45% of our total sales. In some cases we
have long-term contracts with our electronic components customers. However, in
most cases we receive purchase orders for only such quantities of electronic
components as are required from time to time by our customers.

     Accordingly, we are highly dependent on the successful sales of our
telecommunications products and electronic components. A significant reduction
in sales of these products resulting from changes in industry, including the
entry of new competitors into the market, from the introduction of new or
improved technology or an unanticipated shift in the needs of our customers, or
for other reasons, would have a material adverse effect on our business,
prospects, financial condition, results of operations and cash flows.

OUR BUSINESS COULD SUFFER IF WE ARE UNABLE TO OBTAIN COMPONENTS OF OUR PRODUCTS
FROM OUTSIDE SUPPLIERS.

     The major components of our products include circuit boards,
microprocessors, chipsets and memory components. Most of these components are
available from multiple sources. However, certain components used in our
products are currently obtained from single or limited sources. Certain modem
chipsets used in our data communications products have been in short supply and
are frequently on allocation by semiconductor manufacturers. Similar to others
in the electronics industry, we recently have, from time to time, experienced
difficulty in obtaining certain components. We do not have guaranteed supply
arrangements with any of our suppliers, and there can be no assurance that these
suppliers will continue to meet our requirements. Shortages of components could
not only limit our production capacity but also could result in higher costs due
to the higher costs of components in short

                                      -14-
<PAGE>

supply or the need to utilize higher cost substitute components. An extended
interruption in the supply of any of these components or a reduction in their
quality or reliability would have a material adverse effect on our financial
condition and results of operations. While we believe that with respect to our
single source components we could obtain similar components from other sources,
we could be required to alter product designs to use alternative components.
There can be no assurance that severe shortages of components will not occur in
the future that could increase the cost or delay the shipment of our products
and have a material adverse effect on our financial condition and results of
operations. Significant increases in the prices of these components could also
have a material adverse effect on our results of operations because we may not
be able to adjust product pricing to reflect the increases in component costs.

OUR COMMITMENT OF SIGNIFICANT RESOURCES AND EXPANSION OF OUR ACTIVITIES ABROAD
COULD PROVE TO BE UNPROFITABLE DUE TO RISKS INHERENT IN INTERNATIONAL BUSINESS
ACTIVITIES.

     Sales of our products and services to customers located outside the United
States accounted for approximately 52% of our net sales for the nine months
ended September 30, 2000. We expect to commit significant resources in the
foreseeable future to expand our operations abroad. Accordingly, we are subject
to a number of risks associated with international business activities that
could adversely affect our operations abroad and slow our growth. These risks
generally include, among others:

     --   foreign currency fluctuations; and
     --   differing technological advances, preferences or requirements;
     --   difficulties in managing and staffing our foreign operations;
     --   increased collection risks;
     --   tariffs and other trade restrictions; and
     --   general economic conditions.

Any of these risks could adversely affect our business, financial condition and
operating results.

THERE ARE RISKS THAT OUR PRODUCTS MAY BE RETURNED BY OUR CUSTOMERS.

     We are exposed to the risk of product returns from our customers as a
result of returns due to defective products or product components. Generally,
our electronic components carry a one-year limited parts and labor warranty and
our telecommunications products carry a two-year limited parts and labor
warranty. Typically our telecommunications products may be returned within 30
days of purchase if a new order is received, and the new order will be credited
with 80% of the selling price of the returned item. Products returned under
warranty typically are tested and repaired or replaced at our option.
Historically, product returns have not had a material impact on our operations
or financial condition. While we believe that product returns should not be
material in future periods, it is expected that a relatively modest number of
returns will continue. However, there can be no assurance that significant
levels of product returns will not occur in the future, which may have a
material adverse effect on our operations.

IF WE ARE UNABLE TO SUCCESSFULLY CONSUMMATE ADDITIONAL ACQUISITIONS, OUR
LONG-TERM COMPETITIVE POSITIONING MAY SUFFER.

     Our business strategy has included growth through acquisitions. We consider
acquisitions that improve our competitive capabilities in our businesses or
provide additional market penetration or business opportunities in areas that
are consistent with our business plan. Identifying and pursuing strategic
acquisition opportunities and integrating acquired products and businesses
requires a significant

                                      -15-
<PAGE>

amount of management time and skill. Acquisition transactions are accompanied by
a number of risks, including, among other things:

     --   the difficulty of assimilating the operations, technology and
          personnel of the acquired companies;
     --   the potential disruption of our ongoing business;
     --   expenses associated with the transactions;
     --   additional expenses associated with amortization of acquired
          intangible assets;
     --   the difficulty of maintaining uniform standards, controls, procedures
          and policies;
     --   the impairment of relationships with employees and customers as a
          result of any integration of new management personnel; and
     --   the potential unknown liabilities associated with acquired businesses.

     If we proceed with future acquisitions, our failure to adequately address
these issues could have a material adverse effect on our business, results of
operations and financial condition.

WE RELY HEAVILY ON OUR KEY EMPLOYEES, AND THE LOSS OF THEIR SERVICES COULD
MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.

     Our success is highly dependent upon the continued services of key members
of our management, including our Chairman of the Board, President and Chief
Executive Officer, Carmine T. Oliva, and our Executive Vice President, Graham
Jefferies. The loss of Mr. Oliva, Mr. Jefferies or one or more other key members
of management could have a material adverse effect on us. Although we have
entered into employment agreements with several key employees, we have not
entered into any employment agreement with any executive officer of our company
other than with Mr. Oliva and Mr. Jefferies. We maintain key-man life insurance
on Mr. Oliva and Mr. Jefferies. However, we cannot assure you that we will be
able to maintain this insurance in effect or that the coverage will be
sufficient to compensate us for the loss of the services of Mr. Oliva or Mr.
Jefferies.

THE UNPREDICTABILITY OF OUR QUARTERLY OPERATING RESULTS MAY CAUSE THE PRICE OF
OUR COMMON STOCK TO FLUCTUATE.

     Our quarterly operating results have varied in the past and may continue to
fluctuate significantly in the future due to a number of factors, many of which
are beyond our control. If our operating results do not meet the expectations of
investors, our stock price may decline. Fluctuations in our operating results
may result from a number of factors, including the following:

     --   the number of purchasers of our electronics hardware products and the
          volume of products purchased by those purchasers;
     --   the demand for our electronics hardware products worldwide;
     --   the prices that we are able to charge for our products and services;
     --   costs related to possible acquisitions of new technologies and
          businesses;
     --   changes affecting the telecommunications industry, including
          consolidations and restructuring of United States and foreign
          telephone companies;
     --   changes affecting the electronics industry, including the contraction
          of military, commercial, governmental and aerospace spending;
     --   the amount and timing of capital expenditures and other costs relating
          to the expansion of our business; and
     --   general economic conditions.

                                      -16-
<PAGE>

     We believe that period-to-period comparisons of our operating results will
not necessarily be meaningful in predicting future performance.

OUR FAILURE TO MANAGE GROWTH EFFECTIVELY COULD IMPAIR OUR BUSINESS.

     Our strategy envisions a period of rapid growth that may put a strain on
our administrative and operational resources. While we believe that we have
established a significant infrastructure to support growth, our ability to
effectively manage growth will require us to continue to expand the capabilities
of our operational and management systems and to attract, train, manage and
retain qualified engineers, technicians, salespersons and other management
personnel. There can be no assurance that we will be able to do so. If we are
unable to successfully manage our growth, our business, prospects, financial
condition, results of operations and cash flows could be adversely affected.

BECAUSE WE BELIEVE THAT PROPRIETARY RIGHTS ARE MATERIAL TO OUR SUCCESS,
MISAPPROPRIATION OF THESE RIGHTS OR CLAIMS OF INFRINGEMENT OR LEGAL ACTIONS
RELATED TO INTELLECTUAL PROPERTY COULD ADVERSELY IMPACT OUR FINANCIAL CONDITION.

     Our future success will be highly dependent on proprietary technology,
particularly in our telecommunications business. However, we do not hold any
patents and we currently rely on a combination of contractual rights,
copyrights, trademarks and trade secrets to protect our proprietary rights. Our
management believes that because of the rapid pace of technological change in
the industries in which we operate, the legal intellectual property protection
for our products is a less significant factor in our success than the knowledge,
abilities and experience of our employees, the frequency of our product
enhancements, the effectiveness of our marketing activities and the timeliness
and quality of our support services. Consequently, we rely to a great extent on
trade secret protection for much of our technology. However, there can be no
assurance that our means of protecting our proprietary rights will be adequate
or that our competitors or customers will not independently develop comparable
or superior technologies or obtain unauthorized access to our proprietary
technology.

     We may receive infringement claims from third parties relating to our
products and technologies. In such event, we intend to investigate the validity
of any such claims and, if we believe the claims have merit, we intend to
respond through licensing or other appropriate actions. Certain of these claims
may relate to technology included in components purchased by us from third party
vendors for incorporation into our products. In such event, we would forward
these claims to the appropriate vendor. If we or our component manufacturers
were unable to license or otherwise provide any such necessary technology on a
cost-effective basis, we could be prohibited from marketing products containing
that technology, incur substantial costs in redesigning products incorporating
that technology, or incur substantial costs defending any legal action taken
against us, all of which could have a material adverse effect on our business,
prospects, financial condition, results of operations and cash flows.

IF WE FAIL TO COMPLY WITH ENVIRONMENTAL REGULATIONS, WE COULD FACE SIGNIFICANT
LIABILITIES.

     We are subject to a variety of environmental regulations relating to the
use, storage, discharge and disposal of hazardous chemicals used in our circuit
board manufacturing processes. Any failure to comply with present and future
regulations could subject us to future liabilities or the suspension of
production. These regulations could also restrict our ability to expand our
facilities or could require us to acquire costly equipment or to incur other
significant expenses to comply with environmental regulations. We may also from
time to time be subject to lawsuits with respect to environmental matters. The
extent of our liability under any such suit is not determinable and may have a
material adverse affect on us.

                                      -17-
<PAGE>

IF OUR PRODUCTS FAIL TO COMPLY WITH EVOLVING GOVERNMENT AND INDUSTRY STANDARDS
AND REGULATIONS, WE MAY HAVE DIFFICULTY SELLING OUR PRODUCTS.

     We design our products to comply with a significant number of industry
standards and regulations, some of which are evolving as new technologies are
deployed. In the United States, our telecommunications products must comply with
various regulations defined by the United States Federal Communications
Commission, or FCC, and Underwriters Laboratories as well as industry standards
established by Telcordia Technologies, Inc., formerly Bellcore, and the American
National Standards Institute. Internationally, our telecommunications products
must comply with standards established by the European Committee for
Electrotechnical Standardization, the European Committee for Standardization,
the European Telecommunications Standards Institute, telecommunications
authorities in various countries as well as with recommendations of the
International Telecommunications Union. The failure of our products to comply,
or delays in compliance, with the various existing and evolving standards could
negatively impact our ability to sell our products.

THE LIMITATION ON OUR USE OF NET OPERATING LOSS CARRYFORWARDS MAY NEGATIVELY
IMPACT OUR RESULTS OF OPERATIONS AND CASH FLOWS.

     We have substantial net operating loss, or NOL, carryforwards for federal
and state tax purposes. Because of our ownership changes resulting from a merger
in 1997, the use of these NOL carryforwards to offset future taxable income will
be limited. To the extent we are unable to fully use these NOL carryforwards to
offset future taxable income, we will be subject to income taxes on such future
taxable income, which will negatively impact our results of operations and cash
flows.

OUR STOCK PRICE HAS BEEN VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES
FOR INVESTORS PURCHASING SHARES OFFERED BY THIS PROSPECTUS.

     The market prices of securities of technology-based companies, including
electronics hardware companies, currently are highly volatile. The market price
of our common stock has fluctuated significantly in the past. The market price
of our common stock may continue to exhibit significant fluctuations in response
to the following factors, many of which are beyond our control:

     --   variations in our quarterly operating results;
     --   changes in market valuations of similar companies and stock market
          price and volume fluctuations generally;
     --   economic conditions specific to the electronics hardware industry;
     --   announcements by us or our competitors of new or enhanced products,
          technologies or services or significant contracts, acquisitions,
          strategic relationships, joint ventures or capital commitments;
     --   regulatory developments;
     --   additions or departures of key personnel; and
     --   future sales of our common stock or other securities.

     The price at which you purchase shares of common stock offered by this
prospectus may not be indicative of the price of our stock that will prevail in
the trading market. You may be unable to sell your shares of common stock at or
above your purchase price, which may result in substantial losses to you.
Moreover, in the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation. Securities
litigation could result in substantial costs and divert management's attention
and resources.

                                      -18-
<PAGE>

BECAUSE WE ARE SUBJECT TO THE "PENNY STOCK" RULES, THE LEVEL OF TRADING ACTIVITY
IN OUR STOCK MAY BE REDUCED.

     Broker-dealer practices in connection with transactions in "penny stocks"
are regulated by penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks, like shares of our common stock, generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on Nasdaq). The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and,
if the broker-dealer is the sole market maker, the broker-dealer must disclose
this fact and the broker-dealer's presumed control over the market, and monthly
account statements showing the market value of each penny stock held in the
customer's account. In addition, broker-dealers who sell these securities to
persons other than established customers and "accredited investors" must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
Consequently, these requirements may have the effect of reducing the level of
trading activity, if any, in the secondary market for a security subject to the
penny stock rules, and investors in our common stock may find it difficult to
sell their shares.

WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE AND ADEQUATE FINANCING MAY NOT BE
AVAILABLE.

     Our future capital requirements will depend upon many factors, including
the magnitude of our sales and marketing efforts, the development of new
products and services, possible future strategic acquisitions, the progress of
our research and development efforts and the status of competitive products and
services. We believe that current and future available capital resources will be
adequate to fund our operations for the foreseeable future. However, to the
extent we are in need of any additional financing, there can be no assurance
that any such additional financing will be available to us on acceptable terms,
or at all. If additional funds are raised by issuing equity securities, further
dilution to the existing stockholders may result. If adequate funds are not
available, we may be required to delay, scale back or eliminate our marketing
efforts or to obtain funds through arrangements with partners or others that may
require us to relinquish rights to certain of our technologies or potential
products, services or other assets. Accordingly, the inability to obtain such
financing could adversely affect our business, financial condition and results
of operations.

SHARES OF OUR COMMON STOCK ELIGIBLE FOR PUBLIC SALE COULD ADVERSELY AFFECT OUR
STOCK PRICE.

     Sales of a substantial number of shares of our common stock in the public
market, or the perception that sales could occur, could adversely affect the
market price for our common stock. We have filed a resale registration statement
with the Securities and Exchange Commission relating to shares of common stock
outstanding or underlying warrants held by various individuals and entities.
When declared effective, that registration statement will result in additional
shares of our common stock being available on the public market. In addition,
our current stockholders beneficially own a large number of shares of common
stock that are outstanding or are issuable upon exercise of options or warrants
or upon conversion of preferred stock, which shares of common stock they may be
able to sell in the public market. These sales also might make it difficult for
us to sell equity securities in the future at a time and at a price that we deem
appropriate.

                                      -19-
<PAGE>

BECAUSE OUR STOCK IS NOT LISTED ON A NATIONAL SECURITIES EXCHANGE, YOU MAY FIND
IT DIFFICULT TO DISPOSE OF OR OBTAIN QUOTATIONS FOR OUR COMMON STOCK.

     Until May 12, 1999, our common stock was quoted on the Nasdaq SmallCap
Market. We were unable to maintain the minimum bid price of $1.00 per share and
our stock was delisted from that market. Since May 13, 1999, our common stock
has been traded under the symbol "MCTL" on the OTC Bulletin Board. Because our
stock trades on the OTC Bulletin Board rather than on a national securities
exchange, you may find it difficult to either dispose of, or to obtain
quotations as to the price of, our common stock.

OUR PREFERRED STOCK MAY DELAY OR PREVENT A TAKEOVER OF OUR COMPANY POSSIBLY
PREVENTING YOU FROM OBTAINING HIGHER STOCK PRICES FOR YOUR SHARES.

     Our board of directors has the authority to issue up to 10,000,000 shares
of preferred stock and to fix the rights, preferences, privileges and
restrictions, including voting rights of those shares, without any further vote
or action by our stockholders. Of these shares, 250 have been designated as
Series A Preferred, 200 of which were issued and 25 of which are currently
outstanding. In addition, 150,000 shares have been designated as Series B
Preferred Stock, 150,000 of which have been issued and are currently
outstanding. The rights of the holders of our common stock are subject to the
rights of the holders of our currently outstanding preferred stock and will be
subject to, and may be adversely affected by, the rights of the holders of any
preferred stock that we may issue in the future. The issuance of preferred
stock, while providing desired flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of our outstanding voting
stock, thereby delaying, deferring or preventing a change in control of our
company. Furthermore, such preferred stock may have other rights, including
economic rights senior to the common stock, and, as a result, the issuance
thereof could adversely affect the market value of our common stock.

THE ANTI-TAKEOVER EFFECTS OF DELAWARE LAW COULD ADVERSELY AFFECT THE PERFORMANCE
OF OUR STOCK.

     Section 203 of the General Corporation Law of Delaware prohibits us from
engaging in certain business combinations with interested stockholders, as
defined by statute. These provisions may have the effect of delaying or
preventing a change in control of our company without action by our
stockholders, even if a change in control would be beneficial to our
stockholders, and therefore could adversely affect the price of our common
stock.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     We have established and acquired international subsidiaries that prepare
their balance sheets in the relevant foreign currency. In order to be included
in our consolidated financial statements, these balance sheets are converted, at
the then current exchange rate, into United States dollars, and the statements
of operations are converted using weighted average exchange rates for the
applicable period. Accordingly, fluctuations of the foreign currencies relative
to the United States dollar could have an effect on our consolidated financial
statements. Our exposure to fluctuations in currency exchange rates has
increased as a result of the growth of our international subsidiaries. However,
because historically the majority of our currency exposure has related to
financial statement translation rather than to particular transactions, we do
not intend to enter into, nor have we historically entered into, forward
currency contracts or hedging arrangements in an effort to mitigate our currency
exposure.

                                      -20-
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     We are not a party to any material pending legal proceedings.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     RECENT SALES OF UNREGISTERED SECURITIES

     Between February and April 2000, the Registrant made an offer to all
holders of warrants to purchase shares of common stock at exercise prices of
$1.00 or more pursuant to which these holders could elect to surrender their
outstanding warrants with exercise prices of $1.00 or more in exchange for the
issuance to them of warrants to purchase a number of shares equal to one-half of
the number of shares underlying the surrendered warrants at an exercise price of
one-half of the exercise price of the surrendered warrants. A total of 2,769,201
warrants with exercise prices ranging from $1.21 to $3.79 were surrendered in
exchange for 1,384,602 warrants with exercise prices ranging from $0.605 to
$1.895. The majority of warrants exchanged were held by persons or entities who
were not employees or directors of the Registrant or its subsidiaries.

     In March 2000, the Registrant issued 306,148 shares of common stock in
connection with a cashless exercise of warrants to purchase 500,000 shares of
common stock at an exercise price of $.69 per share.

     In March 2000, the Registrant issued an aggregate of 35,000 shares of
common stock to three employees upon exercise of warrants at an exercise price
of $0.20 per share.

     In March 2000, the Registrant issued 306,148 shares of common stock to one
entity in connection with the cashless exercise of a warrant to purchase up to
500,000 shares of common stock, which warrant had been issued in connection with
settlement of litigation.

     In June 2000, the Registrant issued an aggregate of 55,000 shares of common
stock to three employees upon exercise of warrants at an exercise price of $0.20
per share.

     In June 2000, the Registrant issued 1,743,285 shares of common stock to one
investor upon conversion of 34.5 shares of the Registrant's Series A Preferred
Stock.

     In June 2000, the Registrant issued an aggregate of 217,500 shares of
common stock to five investors, including the Registrant's Chief Executive
Officer and his brother and son, in connection with the exercise of warrants
with an exercise price of $0.25 per share.

     The issuances of our securities in the above-referenced transactions were
effected in reliance upon the exemption from registration under Section 4(2) of
the Securities Act of 1933, as amended, on the basis that such transactions did
not involve any public offering and the purchasers were sophisticated with
access to the kind of information registration would provide.

     DIVIDENDS

     To date we have not paid dividends on our common stock. Our line of credit
with Wells Fargo Business Credit, Inc. prohibits the payment of cash dividends
on our common stock. The certificates of designations related to our Series A
Preferred Stock and Series B Preferred Stock provide that shares of those series
of preferred stock are not entitled to receive cash dividends. We currently
intend to retain

                                      -21-
<PAGE>

future earnings to fund the development and growth of our business and,
therefore, do not anticipate paying cash dividends on our common stock within
the foreseeable future. Any future payment of dividends on our common stock will
be determined by our board of directors and will depend on our financial
condition, results of operations, contractual obligations and other factors
deemed relevant by the our board of directors.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     As of June 30, 2000, we were in default of the tangible net worth covenant
of our domestic credit facility. The balance due under this facility was
$2,577,945 as of June 30, 2000. In August 2000, we replaced our domestic credit
facility with a new domestic credit facility with Wells Fargo Business Credit,
Inc. which expires in August 2003.

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

          10.1 Share Purchase Agreement dated April 17, 2000 between XCEL Power
               Systems Limited and the stockholders of The Belix Company
               Limited*

          27.1 Financial Data Schedule*

--------------
*    Filed as an exhibit to the initial filing of this Form 10-Q on August 14,
     2000.

     (b)  REPORTS ON FORM 8-K

               A report on Form 8-K was filed on May 5, 2000 to report under
          Item 5 - Other Events the Registrant's acquisition of Belix Company,
          Ltd.

               A report on Form 8-K was filed on June 28, 2000 to report under
          Item 5 - Other Events the extension of the Registrant's credit
          facility with Congress Financial Corporation.

                                      -22-
<PAGE>


                                   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.

                                MICROTEL INTERNATIONAL, INC.

Dated: December 29, 2000        By: /s/ CARMINE T. OLIVA
                                   -----------------------------------------
                                   Carmine T. Oliva, Chairman of the Board,
                                   Chief Executive Officer (principal executive
                                   officer) and President


                                By: /s/ RANDOLPH D. FOOTE
                                    -----------------------------------------
                                    Randolph D. Foote, Chief Financial Officer
                                    (principal financial and accounting officer)


                                      -23-