<PAGE>   1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q


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


         For Quarterly Period Ended      JUNE 30, 2001
                                    -----------------------------------


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


         For the transition period from                 to
                                        ---------------    ----------------


Commission File Number
                       --------

                          TRITON NETWORK SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                               59-3434350
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                  8529 South Park Circle Orlando, Florida 32819
     ----------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (407) 903-0900
     ----------------------------------------------------------------------
               Registrant's telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                        Yes  [X]   No [ ]

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

 Common Stock, $0.001 par value                          35,017,900 Shares
--------------------------------                   ----------------------------
           Class                                   Outstanding at July 31, 2001


<PAGE>   2

                          Triton Network Systems, Inc.
                                      Index

<TABLE>
<CAPTION>
                                                                           Page No.
                                                                           --------
<S>         <C>                                                            <C>
PART I.     FINANCIAL INFORMATION

Item 1.       Consolidated Financial Statements

              Consolidated Balance Sheets as of December 31, 2000 and
              June 30, 2001                                                    3

              Consolidated Statements of Operations for the Three and
              Six Months Ended June 30, 2000 and 2001                          4

              Consolidated Statements of Cash Flows for the
              Six Months Ended June 30, 2000 and 2001                          5

              Notes to Consolidated Financial Statements                       6

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations                              8

Item 3.       Quantitative and Qualitative Disclosures about Market
              Risk                                                            12

PART II.    OTHER INFORMATION

Item 1.       Legal Proceedings                                               13

Item 2.       Change in Securities and Use of Proceeds                        13

Item 3.       Defaults in Senior Securities                                   13

Item 4.       Submission of Matters to a Vote of Security Holders             13

Item 5.       Other Information                                               13

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

Signature                                                                     14
</TABLE>



                                       2
<PAGE>   3

PART I.       FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

                          Triton Network Systems, Inc.
                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                                   DECEMBER 31,            JUNE 30,
                                                                      2000                   2001
                                                                  -------------         -------------
                                                                                          (UNAUDITED)
<S>                                                               <C>                   <C>
ASSETS
Current assets:
    Cash and cash equivalents ............................        $  48,524,616         $  36,684,241
    Short-term investments ...............................           30,372,228            22,293,919
    Trade receivables ....................................            4,772,193             1,353,793
    Inventory ............................................           17,750,902             9,697,433
    Other current assets .................................            1,048,114             1,123,411
                                                                  -------------         -------------
         Total current assets ............................          102,468,053            71,152,797
Property and equipment, net ..............................           19,213,463            17,236,881
Restricted cash ..........................................            1,143,315             1,143,315
Intangible assets ........................................           32,989,431            29,108,319
Other non-current assets .................................              941,444             1,001,791
                                                                  -------------         -------------
         Total assets ....................................        $ 156,755,706         $ 119,643,103
                                                                  =============         =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable .....................................        $   5,838,337         $   4,682,974
    Accrued compensation .................................            2,507,091             2,363,909
    Other accrued expenses ...............................            5,430,818             9,776,680
    Current portion of capital leases ....................            2,170,768             1,999,115
    Current portion of notes payable .....................            1,404,555             1,963,189
                                                                  -------------         -------------
         Total current liabilities .......................           17,351,569            20,785,867
Capital leases, net of current portion ...................            2,103,802             1,231,982
Notes payable, net of current portion ....................            4,653,764             4,575,852
Commitments and contingencies
Stockholders' equity:
    Preferred stock, $.001 par value; 10,000,000
       shares authorized, none issued and
       outstanding at December 31, 2000 and
       June 30, 2001 .....................................                   --                    --
    Common stock, $.001 par value; 120,000,000
       shares authorized, 34,937,299 shares issued
       and outstanding at December 31, 2000 and
       35,007,575 issued and outstanding at
       June 30, 2001 .....................................               63,225                63,262
    Additional paid-in capital ...........................          235,097,372           235,275,784
    Notes receivable from stockholders ...................             (431,624)             (425,306)
    Deferred compensation ................................           (2,326,855)           (1,477,776)
    Accumulated deficit ..................................          (99,755,547)         (140,386,562)
                                                                  -------------         -------------
         Total stockholders' equity ......................          132,646,571            93,049,402
                                                                  -------------         -------------
         Total liabilities and stockholders'
           equity ........................................        $ 156,755,706         $ 119,643,103
                                                                  =============         =============
</TABLE>

See accompanying notes to financial statements


                                       3
<PAGE>   4

                          Triton Network Systems, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED JUNE 30,           SIX MONTHS ENDED JUNE 30,
                                                        -------------------------------       -------------------------------
                                                            2000               2001               2000               2001
                                                        ------------       ------------       ------------       ------------
<S>                                                     <C>                <C>                <C>                <C>
Revenues:
   Products ......................................      $  5,199,746       $    612,297       $  8,696,685       $  6,861,601
   Services ......................................                --          1,252,711                 --          2,531,599
                                                        ------------       ------------       ------------       ------------
        Total revenues ...........................         5,199,746          1,865,008          8,696,685          9,393,200
Cost of revenues:
   Provision for estimated excess inventory ......                --         10,000,000                 --         16,500,000
   Other .........................................         5,585,071          2,373,847         10,747,459          8,691,246
                                                        ------------       ------------       ------------       ------------
        Total cost of revenues ...................         5,585,071         12,373,847         10,747,459         25,191,246
                                                        ------------       ------------       ------------       ------------
Gross profit (loss) ..............................          (385,325)       (10,508,839)        (2,050,774)       (15,798,046)
Operating expenses:
   Research and development ......................         5,605,547          3,695,267          9,766,827          8,517,219
   Selling and marketing .........................         3,385,140          1,650,969          6,722,497          4,021,036
   General and administrative ....................         1,730,954          1,294,233          3,600,273          2,642,883
   Provision for doubtful accounts receivable ....                --                 --                 --          2,700,000
   Severance and facility consolidation costs ....                --          2,400,000                 --          2,900,000
   Amortization of intangible assets .............         1,942,101          1,940,556          1,942,101          3,881,112
   Amortization of deferred compensation .........           287,709            416,676            608,184            849,080
                                                        ------------       ------------       ------------       ------------
        Total operating expenses .................        12,951,451         11,397,701         22,639,882         25,511,330
                                                        ------------       ------------       ------------       ------------
Loss from operations .............................       (13,336,776)       (21,906,540)       (24,690,656)       (41,309,376)
Other income (expenses):
   Interest income ...............................           369,539            788,984            933,643          1,693,834
   Interest and other expense ....................          (221,603)          (508,892)          (366,590)        (1,015,473)
                                                        ------------       ------------       ------------       ------------
        Total other income .......................           147,936            280,092            567,053            678,361
                                                        ------------       ------------       ------------       ------------
Net loss .........................................      $(13,188,840)      $(21,626,448)      $(24,123,603)      $(40,631,015)
                                                        ============       ============       ============       ============

Net loss per share--basic and diluted ............      $      (2.31)      $      (0.62)      $      (4.34)      $      (1.17)
                                                        ============       ============       ============       ============
Shares used in per share calculations--
   basic and diluted .............................         5,708,184         34,679,723          5,557,799         34,622,841
                                                        ============       ============       ============       ============

Pro forma net loss per common share:
   Net loss per share--basic and diluted .........      $      (0.48)      $      (0.62)      $      (0.94)      $      (1.17)
                                                        ============       ============       ============       ============
   Shares used in per share calculations--
     basic and diluted ...........................        27,264,653         34,679,723         25,754,378         34,622,841
                                                        ============       ============       ============       ============
</TABLE>

See accompanying notes to financial statements


                                       4
<PAGE>   5

                          Triton Network Systems, Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       SIX MONTHS ENDED JUNE 30,
                                                                  ---------------------------------
                                                                      2000                 2001
                                                                  ------------         ------------
<S>                                                               <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                          $(24,123,603)        $(40,631,015)
Adjustments to reconcile net loss to net cash used
   in operating activities:
     Depreciation and amortization                                   1,512,238            3,133,139
     Amortization of intangible assets                               1,942,101            3,881,112
     Amortization of deferred compensation                             608,184              849,079
     Provision for estimated excess inventory                               --           12,500,000
     Provision for doubtful accounts receivable                             --            2,700,000
     Other                                                             265,204                   --
Changes in operating assets and liabilities, net of
   effects of acquisition:
     (Increase) decrease in trade receivables                       (1,609,532)             718,400
     Increase in inventory                                          (6,146,436)          (4,446,531)
     Increase in other current assets                                 (754,213)             (75,297)
     Increase in restricted cash and other
       non-current assets                                             (863,105)             (60,347)
     Increase in accounts payable, accrued
       compensation and other accrued expenses                       3,164,401            3,047,317
                                                                  ------------         ------------
Net cash used in operating activities                              (26,004,761)         (18,384,143)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment                                 (6,709,021)          (1,156,557)
Sales of investments                                                        --            8,078,309
                                                                  ------------         ------------
Net cash provided by (used in) investing activities                 (6,709,021)           6,921,752

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from the issuance of common stock                          89,567              178,449
Proceeds from notes payable                                          4,227,083            1,090,354
Payments on capital leases and notes payable                          (828,593)          (1,646,787)
                                                                  ------------         ------------
Net cash provided by financing activities                            3,488,057             (377,984)

Net decrease in cash and cash equivalents                          (29,225,725)         (11,840,375)

Cash and cash equivalents at beginning
   of period                                                        46,130,279           48,524,616
                                                                  ------------         ------------
Cash and cash equivalents at end of period                        $ 16,904,554         $ 36,684,241
                                                                  ============         ============


SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid                                                     $    209,383         $    724,480
                                                                  ============         ============
NON-CASH FINANCING AND INVESTING ACTIVITIES
Fixed assets acquired under capital
   lease obligations                                              $    587,120         $         --
                                                                  ============         ============
Common stock warrants issued in connection
   with lease and credit agreements                               $    360,000         $         --
                                                                  ============         ============
</TABLE>

See accompanying notes to financial statements


                                       5
<PAGE>   6

                          Triton Network Systems, Inc.

                   Notes To Consolidated Financial Statements
                                   (Unaudited)


Basis of Presentation

The financial information as of June 30, 2001 and for the three and six months
ended June 30, 2000 and 2001 is unaudited. In the opinion of management, such
interim financial information includes all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of the results for such
interim periods. The consolidated financial statements do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. These unaudited consolidated financial
statements should be read in conjunction with the Company's 2000 audited
consolidated financial statements and footnotes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2000. The December 31, 2000
consolidated balance sheet data was derived from the audited consolidated
financial statements, but does not include all disclosures required by generally
accepted accounting principles. The consolidated results of operations for the
three and six months ended June 30, 2001 are not necessarily indicative of the
results to be expected for any future period.

Inventory

Inventories consisted of the following:

<TABLE>
<CAPTION>
                                                       DECEMBER 31,           JUNE 30,
                                                          2000                  2001
                                                       ------------         -----------
                                                                            (UNAUDITED)
<S>                                                    <C>                  <C>
Raw materials......................................    $10,843,597          $ 4,207,139
Work in process....................................      3,933,818            2,324,889
Finished goods.....................................      2,973,487            3,165,405
                                                       -----------          -----------
   Total inventory.................................    $17,750,902          $ 9,697,433
                                                       ===========          ===========
</TABLE>


Net Loss per Share

Basic and diluted net loss per share is based on the weighted-average number of
common shares outstanding for the reporting period. Restricted shares issued are
not included in basic or diluted loss per share in accordance with Statement of
Financial Accounting Standards Board Statement No. 128, Earnings Per Share.
Potentially dilutive securities, consisting of outstanding preferred stock,
stock options and common stock warrants, have been excluded from the diluted
loss per share calculation because their effects would have been anti-dilutive.

Pro forma basic and diluted loss per share gives effect to the conversion of the
convertible preferred stock, which automatically converted to common stock upon
the closing of the Company's initial public offering (July 12, 2000), from the
original date of issuance.


                                       6
<PAGE>   7

The following table sets forth the computation of actual and pro forma basic and
diluted loss per share:

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED                         SIX MONTHS ENDED
                                                               JUNE 30,                                  JUNE 30,
                                                       2000                 2001                 2000                 2001
                                                   ------------         ------------         ------------         ------------
<S>                                                <C>                  <C>                  <C>                  <C>
Actual:
  Net loss                                         $(13,188,840)        $(21,626,448)        $(24,123,603)        $(40,631,015)
                                                   ============         ============         ============         ============
  Weighted-average shares used in basic
    and diluted loss per share                        5,708,184           34,679,723            5,557,799           34,622,841
                                                   ============         ============         ============         ============
  Basic and diluted net loss per share             $      (2.31)        $      (0.62)        $      (4.34)        $      (1.17)
                                                   ============         ============         ============         ============
Pro forma:
  Net loss                                         $(13,188,840)        $(21,626,448)        $(24,123,603)        $(40,631,015)
                                                   ============         ============         ============         ============
  Shares used above                                   5,708,184           34,679,723            5,557,799           34,622,841
  Adjustment to reflect weighted-
    average effect of assumed
    conversion of convertible preferred stock        21,556,469                   --           20,196,579                   --
                                                   ------------         ------------         ------------         ------------
  Weighted-average shares used in pro
    forma basic and diluted loss per share           27,264,653           34,679,723           25,754,378           34,622,841
                                                   ============         ============         ============         ============
   Pro forma basic and diluted net loss per
     share                                         $      (0.48)        $      (0.62)        $      (0.94)        $      (1.17)
                                                   ============         ============         ============         ============
</TABLE>

Credit Facility

In March 2001, the Company entered into a loan agreement with a financial
institution to borrow up to $3,000,000 to finance capital equipment purchases
during 2001. At the end of June 2001, approximately $1,100,000 had been borrowed
under this facility. The loans, which are repayable over a three-year period,
bear interest at an annual rate of 12% and are secured by the specific capital
purchases.

Special Provisions

During the first quarter of 2001, there was a rapid and unexpected decline in
the U.S. Competitive Local Exchange Carriers, or CLEC, market for the Company's
products as several existing and potential customers had difficulty finding
additional funding for network buildouts. As a result of this rapid change in
market conditions for the Company's products, provisions for doubtful accounts
receivable of $2,700,000 and estimated excess inventory of $6,500,000 were made
during the first quarter of 2001. The provision for doubtful accounts was for
the outstanding receivable balance from Advanced Radio Telecom, which filed for
bankruptcy protection in the first quarter of 2001. The excess inventory
provision was due to inventory purchases and purchase commitments made in the
later part of 2000 for long lead-time components to support expected customer
demand in 2001.

During the second quarter of 2001, the Company made additional provisions for
excess inventory and purchase commitments of $10,000,000 due to the continued
market uncertainty for the Company's products. Additionally, the Company
provided $2,400,000 for estimated severance and facility consolidation costs
associated with personnel reductions and consolidating the Company's Orlando
operations into one building.


                                       7
<PAGE>   8

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

This discussion and analysis should be read in conjunction with our consolidated
financial statements and accompanying notes included in this report, and the
financial statements and notes thereto for the year ended December 31, 2000, and
the risk factors included in the Company's Annual Report on Form 10-K for the
year 2000. Operating results are not necessarily indicative of results that may
occur in future periods.

Except for the historical information, the matters discussed herein are
forward-looking statements involving risks and uncertainties that could cause
actual results to differ materially from those in such forward-looking
statements. Examples of such forward looking statements include statements about
the possible need for additional inventory provisions, statements about the
effect of interest rate fluctuations, and statements about the sufficiency of
existing cash and cash equivalents and investments and amounts available under
our capital equipment financing line to fund our operations for at least the
next twelve months. The Company assumes no obligation to update these
forward-looking statements to reflect events or circumstances after the date
hereof. Further information regarding these and other risks is included in
Triton Network Systems' Annual Report on Form 10-K for the year 2000, and its
other filings with the Securities and Exchange Commission.

OVERVIEW

We provide broadband wireless equipment that enables communications service
providers to deliver high-speed, cost-effective voice, video and data services
to their business customers. We currently offer two product lines: our Invisible
Fiber Internet product line for Internet service providers and our Invisible
Fiber SONET product line for communications service providers. We also develop
and sell ASIC modem chips and provide ASIC engineering services.

We began supplying our Invisible Fiber products for use in field trials during
the second half of 1999. We began recognizing revenues from sales of our
products during the first quarter of 2000.

Our revenues grew significantly during 2000 from $3.5 million in the first
quarter to $9.5 million in the fourth quarter. The majority of our revenues were
from shipments of our Invisible Fiber units to U.S. CLECs. During the first
quarter of 2001, there was a rapid and unexpected decline in the U.S. CLEC
market for our products as several of our existing and potential customers had
difficulty finding additional funding for network buildouts. One of our largest
customers, Advanced Radio Telecom, filed for bankruptcy protection. Our revenues
declined to $7.5 million


                                       8
<PAGE>   9

in the first quarter of 2001. As a result of these business conditions, we made
provisions for doubtful accounts receivable of $2.7 million and estimated excess
inventory and purchase commitments of $6.5 million during the first quarter of
2001. Market conditions for our products did not improve during the second
quarter of 2001 and, as a result our revenues totaled only $1.9 million. Two
other major spectrum holders in the U.S. filed for bankruptcy protection, and
there continues to be limited demand for our products. Therefore, we provided an
additional $10 million for estimated excess inventory and purchase commitments
in the second quarter of 2001. Should market conditions deteriorate further than
we currently estimate, additional inventory provisions could be required in
future periods.

We expect the current market conditions in the U.S. will negatively impact
revenues during the balance of 2001. As a result, we took a number of actions in
the first and second quarters of 2001 to reduce costs and conserve cash. These
actions included, among other things, reducing discretionary spending,
consolidating our facilities in Orlando and workforce reductions of over 50%. We
recorded a provision of $0.5 million of severance and related costs in the first
quarter of 2001 and $2.4 million in the second quarter of 2001 for estimated
severance and facility consolidation costs.

Historically, we have incurred significant losses. As of June 30, 2001, we had
an accumulated deficit of approximately $140 million. We expect to incur
substantial losses for the foreseeable future. We may never achieve
profitability.

FIRST QUARTER 2000 ACQUISITION

On March 31, 2000, we acquired certain assets and hired employees associated
with IBM's broadband modem product line in exchange for 2.75 million shares of
Series C preferred stock. This IBM unit developed and sold custom modems to us
for use in our products. During 1999, the majority of this unit's sales were to
us, with minor sales to one other customer. With the completion of this
transaction, we have secured intellectual property and engineering expertise for
future modem development, and we believe we will lower the cost of manufacturing
our products.

The total purchase price was approximately $41.3 million, with approximately
$2.3 million being allocated to net assets and approximately $39.0 million to
intangible assets, which consist of patent and patent application licenses and
patent disclosures. The intangible assets are being amortized over their useful
life of five years, or approximately $1.9 million per quarter.

THREE MONTHS ENDED JUNE 30, 2001 AND 2000

Revenues. Revenues were $1.9 million for the quarter ended June 30, 2001,
compared to $5.2 million for the second quarter of 2000. This reduction in 2001
was due to the significant decline in the U.S. CLEC market for fixed wireless
broadband equipment. As a result, substantially all of the second quarter 2001
revenues were from shipments of ASIC modem chips and engineering services, while
most of the revenues in the second quarter of 2000 were from shipments of our
Invisible Fiber units.


                                       9
<PAGE>   10

Gross Profit (Loss). Excluding the $10 million excess inventory provision, our
gross profit (loss) was $(500,000) in the second quarter of 2001 compared to
$(400,000) in the second quarter of 2000. The gross loss in the second quarter
of 2001 was due primarily to excess capacity costs resulting from a low
production volume of Invisible Fiber units which more than offset the gross
profit from ASIC modem chip shipments and engineering services.

Research and Development. Research and development expenses of $3.7 million for
the second quarter of 2001 were $1.9 million, or approximately 34%, lower than
in the second quarter of 2000. This reduction was due to actions taken by
management during the first half of 2001 to reduce operating costs and conserve
cash. As a result, personnel and related costs and outside engineering services
in the 2001 second quarter were lower than in the second quarter of 2000 by $0.9
million and $0.4 million, respectively. Additionally, engineering costs
associated with revenues from ASIC engineering services were classified as cost
of revenues in the second quarter of 2001.

Selling, General and Administrative. Selling, general and administrative
expenses of $2.9 million for the second quarter of 2001 were $2.2 million, or
approximately 43%, lower than the second quarter of 2000. This reduction was due
to actions taken by management during the first half of 2001 to reduce operating
costs and conserve cash. As a result, a number of expense categories were lower
than in the prior year second quarter, including personnel and related costs of
$1.0 million, and customer field trial and other customer service costs of $1.1
million.

SIX MONTHS ENDED JUNE 30, 2001 AND 2000

Revenues. Revenues were $9.4 million for the six months ended June 30, 2001,
compared to $8.7 million in the first half of 2000. In the first half of 2001,
approximately 73% of revenues were from the shipment of Invisible Fiber units
and delivery of modem chips, and 27% was from ASIC engineering services, while
substantially all of our revenues in the first half of 2000 were from Invisible
Fiber unit shipments.

Gross Profit (Loss). Excluding estimated excess inventory provisions of $16.5
million, gross profit was approximately $702,000 in the first six months of
2001. In the first half of 2000, gross profit (loss) was $(2.1) million. This
improvement was primarily due to the delivery of higher margin modem chips and
engineering services in the 2001 period compared to the first half of 2000.

Research and Development. Research and development expenses of $8.5 million for
the six months of 2001 were $1.2 million, or approximately 13%, lower than the
first six months of 2000. This reduction was due primarily to lower outside
engineering costs ($1.0 million), and personnel and related costs associated
with engineering personnel located in Orlando, partially offset by higher
depreciation costs. Research and development expenses for the six months ended
June 30, 2001 includes six months of expenses for the broadband modem product
group acquired from IBM at the end of the first quarter of 2000, net of amounts
classified as cost of revenues. The first half of 2000 expenses included only
one quarter of these costs.


                                       10
<PAGE>   11

Selling, General and Administrative. Selling, general and administrative
expenses of $6.7 million for the first six months of 2001 were $3.7 million, or
approximately 35%, lower than the first six months for 2000. These reductions
from the first six months of 2000 included personnel and related costs of $1.5
million, customer field trial and other customer service costs of $1.3 million,
and professional service costs of $0.3 million.

LIQUIDITY AND CAPITAL RESOURCES

In July 2000, we received net proceeds of approximately $86 million from the
sale of 6.3 million common shares in an initial public offering. In addition,
all outstanding convertible preferred shares were converted into 21,556,469
shares of common stock. The net proceeds from the public offering were initially
invested in short-term and long-term securities. Until our initial public
offering, we had financed our operations primarily through private sales of
approximately $97.7 million of convertible preferred stock as well as through
capital leases for capital equipment, furniture and software. As of June 30,
2001 cash and cash equivalents and short-term investments were $59.0 million.

For the six months ended June 30, 2001, we used approximately $18.4 million of
cash from operations. This cash use included our net loss, before non-cash
provisions and amortization, of $17.6 million, and a growth in inventory of $4.4
million, partially offset by a $3.0 million increase in payables and accrued
liabilities. For the six months ended June 30, 2000, we used approximately $26.1
million of cash from operations primarily due to our net loss, before
depreciation and amortization, of $19.8 million and growth of receivables and
inventory of $7.8 million.

For the six months ended June 30, 2001 and 2000, our investing activities
included the purchase of property and equipment of approximately $1.2 million
and $6.7 million, respectively.

For the six months ended June 30, 2001 our debt repayments exceeded borrowings
by $0.5 million, while for the six months ended June 30, 2000 we generated cash
of approximately $3.4 million from net borrowings.

 In March 2001, we entered into a loan agreement with a financial institution to
borrow up to $3.0 million to finance capital equipment purchases during 2001. At
the end of June 2001, we had borrowed approximately $1.1 million under this
facility. The loans, which are repayable over a three-year period, bear interest
at an annual rate of 12% and are secured by the specific capital purchases.

In June 2001, we terminated our headquarters building lease and consolidated our
facilities in Orlando, Florida. In July 2001, we paid a termination fee of
approximately $0.8 million to the landlord. At June 30, 2001, the remaining
lease obligations were approximately $6.0 million over the remaining operating
lease periods, with $1.2 million due over the next 12 months. In conjunction
with our manufacturing and office space lease in Orlando, we have secured, with
cash, a $1.1 million letter of credit in favor of the landlord.


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<PAGE>   12

We believe that our current cash and cash equivalents and investments on hand
and availability under our capital equipment financing line should be
sufficient to fund our operations for at least the next 12 months.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (SFAS No. 133). SFAS No. 133 establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair value.
SFAS No. 133, as recently amended, is effective for fiscal years beginning after
June 15, 2000. The adoption of SFAS No. 133 did not have a material effect on
our financial position or results of operations.

In July 2001, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations" (SFAS No. 141).
SFAS No. 141 establishes accounting and reporting standards requiring that all
business combinations be accounted for under a single method - the purchase
accounting method. SFAS No. 141 requires that the purchase method be used for
business combinations initiated after June 30, 2001. The adoption of SFAS No.
141 is not expected to have a material effect on our financial position or
results of operations.

In July 2001, the Financial Accounting Standard Board issued Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
(SFAS No. 142). SFAS No. 142 establishes accounting and reporting standards for
acquired goodwill and other intangible assets, and supersedes APB Opinion No.17,
"Intangible Assets". SFAS No. 142 requires that goodwill no longer be amortized
to earnings, but instead be reviewed for impairment. The provisions of this
Statement are required to be applied starting with fiscal years beginning after
December 15, 2001, and as such the company as not yet adopted SFAS No. 142. Once
adopted, operating expenses will be reduced by approximately $1.9M on a
quarterly basis for amortization and may increase for assets determined to be
impaired, if any, during the respective quarters.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary objective of our investment activities is to preserve principal
while at the same time maximizing the income we receive from our investments
without significantly increasing risk. Some of the securities that we may invest
in may be subject to market risk. This means that a change in prevailing
interest rates may cause the principal amount of the investment to fluctuate.
For example, if we hold a security that was issued with a fixed interest rate at
the then-prevailing rate and the prevailing interest rate later rises, the
principal amount of our investment will


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<PAGE>   13

probably decline. To minimize this risk, we maintain the our portfolio of cash
equivalents and investments in a variety of securities, including commercial
paper, money market funds, government and investment grade non-government debt
securities. These securities are of a short-term nature with an immaterial
portion invested in long-term securities. As a result, we do not believe that
near-term changes in interest rates will have a material effect on our future
results of operations.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On a normal basis, we are involved in various legal proceedings which are
incident to our business. We believe that there are currently no matters that
would have a material effect on our operations or financial position.

Item 2.  Changes in Securities and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities.

None

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

   None

   (b)  Reports on Form 8-K

   None



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                                    SIGNATURE




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


                                                  Triton Network Systems, Inc.
                                            ------------------------------------
                                                         (Registrant)



Date: August 14, 2001                              /s/ Kenneth R. Vines
                                            ------------------------------------
                                                   Senior Vice President and
                                                   Chief Financial Officer