<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

(MARK ONE)

(x)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended June 30, 1997
                                    ---------------
                                       OR

( )  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: 333-10161

                              Sygnet Wireless, Inc.
                              ---------------------
             (Exact name of registrant as specified in its charter)

               Ohio                                    34-1689165
--------------------------------            --------------------------------
 (State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.)

6550-B Seville Drive, Canfield, Ohio                        44406
-------------------------------------                   ------------
(Address of principal executive offices)                  Zip Code)

                      (330) 565-1000
----------------------------------------------------
(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.

                                 (x) Yes ( ) No

As of August 8, 1997, there were outstanding 3,010,653 shares of the
registrant's Class A common stock, $.01 par value, and 6,159,977 shares of the
registrant's Class B common stock, $.01 par value.



                                       1
<PAGE>   2



                                      INDEX

                              SYGNET WIRELESS, INC.
                                    FORM 10-Q
                           PERIOD ENDED June 30, 1997

PART I  -  FINANCIAL INFORMATION
--------------------------------

     Item 1.      Financial Statements (Unaudited)

                  Consolidated Balance Sheets as of June 30, 1997 and 
                  December 31, 1996

                  Consolidated Statements of Operations for the Three Months
                  Ended June 30, 1997 and June 30, 1996 and the Six Months Ended
                  June 30, 1997 and June 30, 1996.

                  Consolidated Statements of Cash Flows for the Six Months 
                  Ended June 30, 1997 and June 30, 1996

                  Notes to Consolidated Financial Statements

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

PART II  -  OTHER INFORMATION
-----------------------------

     Item 2.      Changes in Securities

     Item 6.      Exhibits and Reports on Form 8-K



                                       2
<PAGE>   3
<TABLE>

                              SYGNET WIRELESS, INC.
                           CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                                                    JUNE 30         DECEMBER 31
                                                                                     1997               1996
                                                                               -------------------------------------
ASSETS                                                                            (UNAUDITED)          (NOTE)
<S>                                                                            <C>               <C>             
Current assets:
   Cash and cash equivalents                                                   $      2,051,050  $      2,257,748
   Accounts receivable, less allowance for doubtful accounts of $973,685 at
     June 30, 1997 and $1,168,800 December 31, 1996                                  10,906,973         8,857,028
   Inventory                                                                          1,503,931         1,696,952
   Prepaid expenses                                                                     280,336           531,171
                                                                               -------------------------------------
         Total current assets                                                        14,742,290        13,342,899

Other assets:
   Cellular licenses - net                                                          249,068,851       252,271,468
   Customer lists - net                                                              21,952,085        24,535,885
   Deferred financing costs - net                                                     9,564,395        10,068,956
                                                                               -------------------------------------
         Total other assets                                                         280,585,331       286,876,309
Property, plant and equipment--net                                                   47,500,077        43,958,969
                                                                               -------------------------------------

Total assets                                                                   $    342,827,698  $    344,178,177
                                                                               =====================================

LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
   Accounts payable                                                                 $ 1,477,401   $     2,227,187
   Amount payable--Horizon acquisition                                                   -                599,442
   Deferred revenue                                                                   1,876,188         1,679,873
   Accrued expenses and other liabilities                                             3,424,020         2,282,472
   Accrued interest payable                                                           6,675,978         6,940,623
                                                                              --------------------------------------
Total current liabilities                                                            13,453,587        13,729,597
Long-term liabilities:
   Deferred liability--utility property tax                                             462,317           462,317
   Long-term debt                                                                   300,000,000       312,250,000
                                                                              --------------------------------------
Total long-term liabilities                                                         300,462,317       312,712,317
Redeemable Series A Senior Cumulative Nonvoting Preferred Stock, $.01 par,
    aggregate redemption value of $20,690,411 as of December 31, 1996, 500,000
    shares authorized, 200,000 shares issued and outstanding and
    warrants as of December 31, 1996.                                                   -              19,718,028
Shareholders' equity (deficit):
   Common shares, $.01 par, Class A, 1 vote per share, 60,000,000 shares
     authorized, 3,010,653 shares issued and outstanding                                 30,107                27
   Common shares, $.01 par, Class B, 10 votes per share; 10,000,000 shares
     authorized, 6,159,977 shares issued and outstanding                                 61,599            61,679
   Additional paid-in capital                                                        47,528,770         5,812,211
   Retained deficit                                                                 (18,458,730)       (7,605,730)
   Note receivable from officer/shareholder                                            (249,952)         (249,952)
                                                                              --------------------------------------
Total shareholders' equity (deficit)                                                 28,911,794        (1,981,765)
                                                                              --------------------------------------
                                                                             
Total liabilities and shareholders' equity (deficit)                          $     342,827,698   $   344,178,177
                                                                              ======================================

</TABLE>
Note: The balance sheet at December 31, 1996 has been derived from the audited
consolidated financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.


<PAGE>   4
<TABLE>


                              SYGNET WIRELESS, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                            THREE MONTHS ENDED                        SIX MONTHS ENDED
                                                                 JUNE 30,                                 JUNE 30,
                                                          1997               1996                  1997              1996
                                                   --------------------------------------   -------------------------------------
<S>                                                <C>                <C>                   <C>               <C>             
Revenue:
   Subscriber revenue                              $     12,830,909   $      6,870,052      $     24,556,009  $     12,968,212
   Roamer revenue                                         6,610,335          1,514,458            11,755,838         2,759,586
   Equipment sales                                          976,125            437,961             1,920,802           742,779
   Other revenue                                            429,341            378,457               867,803           756,088
                                                   --------------------------------------   -------------------------------------
Total revenue                                            20,846,710          9,200,928            39,100,452        17,226,665

Costs and expenses:
   Cost of services                                       2,175,475          1,197,309             4,364,947         2,330,531
   Cost of equipment sales                                2,253,562          1,002,470             4,409,269         2,003,169
   General and administrative                             3,705,491          1,951,250             7,379,571         3,809,533
   Selling and marketing                                  2,446,384          1,125,578             4,789,063         2,159,795
   Depreciation and amortization                          7,020,793          1,247,158            13,757,443         2,482,516
                                                   --------------------------------------   -------------------------------------
Total costs and  expenses                                17,601,705          6,523,765            34,700,293        12,785,544
                                                   --------------------------------------   -------------------------------------

Income from operations                                    3,245,005          2,677,163             4,400,159         4,441,121

Other:
   Interest expense, net                                  7,839,711          1,329,106            15,242,123         2,632,728
   Other                                                     11,035            226,265                11,035           228,916
                                                   --------------------------------------   -------------------------------------
Net (loss) income before income taxes                    (4,605,741)         1,121,792           (10,852,999)        1,579,477
Income tax expense                                          -                  119,000               -                 119,000
                                                   ======================================   =====================================
Net (loss) income                                  $     (4,605,741)  $      1,002,792      $    (10,852,999) $      1,460,477
                                                   ======================================   =====================================


Earnings per share information (pro forma for                             (Pro forma)                              (Pro forma)
   1996):
   (Loss) income before income taxes               $     (4,605,741)  $     1,121,792       $    (10,852,999) $      1,579,477
   Income taxes                                             -                (538,460)              -                 (758,149)
   Preferred stock dividend and accretion                (1,322,683)          -                   (2,121,472)         -
                                                   --------------------------------------   -------------------------------------
   Net (loss) income applicable to common
   shareholders                                    $     (5,928,424)  $       583,332       $    (12,974,471) $        821,328
                                                   ======================================   =====================================

   Net (loss) income per share applicable to
   common shareholders                             $          (0.91)  $          0.10       $          (2.04) $           0.14
                                                   ======================================   =====================================
Common shares outstanding                                 6,533,267         6,170,630              6,352,950         6,170,630
                                                   ======================================   =====================================
</TABLE>



                                       4

<PAGE>   5


<TABLE>
                              SYGNET WIRELESS, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<CAPTION>
                                               FOR THE SIX MONTHS ENDED
                                                       JUNE 30,
                                      --------------------------------------------
                                                 1997                  1996
                                      --------------------------------------------
<S>                                   <C>                   <C>                
OPERATING ACTIVITIES
Net (loss) income                     $       (10,852,999)  $         1,460,477
Adjustments to reconcile net
   (loss) income to net cash
   provided by operating
   activities:
     Depreciation                               7,400,810             1,732,635
     Amortization                               6,356,633               749,881
     Loss on disposal of equipment                 -                    153,151
     Changes in operating assets and
       liabilities:
         Accounts receivable                   (2,049,946)              899,145
         Inventory                                193,021               359,056
         Prepaid and deferred                     250,555                27,990
         expenses
         Accounts payable and                     588,078               221,030
          accrued expenses
         Accrued interest payable                (264,645)               58,360
                                      --------------------------------------------
Net cash provided by operating                  1,621,507             5,661,725
activities

INVESTING ACTIVITIES
Acquisitions of Horizon and Erie                 (599,442)           (1,920,190)
Purchases of property and equipment           (10,941,918)           (3,266,841)
                                      --------------------------------------------
Net cash used in investing activities         (11,541,360)           (5,187,031)

FINANCING ACTIVITIES
Dividends paid                                     -                   (261,623)
Proceeds from long-term debt                   22,000,000             2,000,000
Principal payments on long-term debt          (34,250,000)           (1,000,000)
Increase in financing costs                       (72,394)               -
Redemption of preferred stock                 (21,839,451)               -
Net proceeds from sale of common               43,875,000                -
    stock
                                      --------------------------------------------
Net cash provided by financing                  9,713,155               738,377
    activities

(Decrease) increase in cash and cash             (206,698)            1,213,071
    equivalents

Cash and cash equivalents at                    2,257,748               448,292
    beginning of period
                                      --------------------------------------------

Cash and cash equivalents at end of   $         2,051,050   $         1,661,363
    period
                                      ============================================
</TABLE>



<PAGE>   6


                              SYGNET WIRELESS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.       BASIS OF PRESENTATION AND PRO FORMA INFORMATION

   The accompanying unaudited consolidated financial statements have been
   prepared in accordance with generally accepted accounting principles for
   interim financial information and with the instructions to Form 10-Q and
   Article 10 of Regulation S-X. Accordingly, they do not include all of the
   information and footnotes required by generally accepted accounting
   principles for complete financial statements. The unaudited consolidated
   financial statements include the combined financial statements of SYGNET
   Communications, Inc. (SYGNET) and Wilcom Corporation (Wilcom) through August
   31, 1996, the effective date of the merger described below, and the accounts
   of Sygnet Wireless, Inc. and its subsidiary (the Company) thereafter. In the
   opinion of management, all adjustments (consisting of normal recurring
   accruals) considered necessary for a fair presentation have been included.
   Operating results for the six month period ended June 30, 1997 are not
   necessarily indicative of the results that may be expected for the year ended
   December 31, 1997. For further information, refer to the consolidated
   financial statements and notes thereto included in the Company's annual
   report on Form 10-K for the fiscal year ended December 31, 1996 (File No.
   333-10161) filed with the Securities and Exchange Commission.

   As described below, SYGNET and Wilcom terminated their status as Subchapter S
   Corporations in August 1996. A pro forma adjustment has been made to the
   financial statements for the three and six months ended June 30, 1996,
   respectively, to reflect a provision for federal, state and local income
   taxes as though the Subchapter S election was terminated on January 1, 1996
   at an effective rate of 48%.

   Pro forma net income per share is presented as though the 6,170,630 shares
   issued at the date of the corporate restructuring described below were
   outstanding for all periods presented for 1996.

2.       RECENTLY ISSUED ACCOUNTING STANDARDS

   In February 1997, the Financial Accounting Standards Board (FASB) issued
   Statement No. 128, Earnings per Share, which is required to be adopted on
   December 31, 1997. At that time, the Company will be required to change the
   method currently used to compute earnings per share and to restate all prior
   periods. Under the new requirements for calculating primary earnings per
   share, the dilutive effect of stock options will be excluded. The impact of
   Statement No. 128 on the calculation of both primary and fully diluted
   earnings per share for these quarters is not expected to be material.

   In June 1997, the FASB issued Statement No. 130, Reporting Comprehensive
   Income, which is required to be adopted on January 1, 1998. This Statement
   establishes standards for the reporting and display of comprehensive income
   and its components in a full set of general purpose financial statements.
   Reclassification of financial statements for earlier periods presented is
   required. The impact of Statement No. 130 on the Company's financial
   statements is not expected to be material.

   In June 1997, the FASB also issued Statement No. 131, Disclosures About
   Segments of an Enterprise and Related Information, which is required to be
   adopted on January 1, 1998. This Statement changes the way companies report
   segment information in annual financial statements and also requires those
   companies to report selected segment information in interim financial reports
   to shareholders. The impact of Statement No. 131 on the Company's financial
   statements is not expected to be material.

3.       MERGER AND RECAPITALIZATION

   On August 19, 1996, the shareholders of SYGNET and Wilcom effected a
   corporate restructuring whereby Wilcom was merged into SYGNET and
   shareholders of Wilcom received 8.72 shares of SYGNET common stock for each
   share of Wilcom common stock held as of August 31, 1996, the effective date
   of the merger. Effective August 31, 1996, the 500 shares of Wilcom Type A
   converted into 4,360 shares of SYGNET Type A and the 2,500 shares of Wilcom
   Type B converted into 21,800 shares of SYGNET Type B. In conjunction with
   this merger, the shareholders of SYGNET amended the articles of incorporation
   to change SYGNET's name to Sygnet Wireless, Inc.



                                       6
<PAGE>   7


3.       MERGER AND RECAPITALIZATION (CONTINUED)

   On August 28, 1996, the Company approved a plan to recapitalize the Company
   whereby the SYGNET common stock Type A (205,698 shares) and Type B (1,028,428
   shares) were converted into 6,170,630 shares of Sygnet Wireless, Inc. Class B
   common stock in a 5 for 1 stock split. In addition, on October 3, 1996 the
   Company's shareholders amended the articles of incorporation to create a new
   class of preferred stock (described below) effective October 4, 1996.

4.       ACQUISITIONS

   On October 9, 1996, the Company acquired certain cellular licenses, property,
   equipment, customer lists, current assets and current liabilities of Horizon
   Cellular Telephone Company of Chautauqua L.P., Horizon Cellular Telephone
   Company of Crawford L.P., and Horizon Cellular Telephone Company of Indiana
   L.P. (hereinafter collectively referred to as the "Horizon Acquisition") for
   cash of $252.9 million. The systems acquired in the Horizon Acquisition
   provide cellular service to an estimated population of 1.4 million in
   contiguous markets in western Pennsylvania and western New York. This
   acquisition was financed through the issuance of senior notes, the issuance
   of $20,000,000 in redeemable preferred stock and by a syndicated bank credit
   facility.

   The pro forma unaudited condensed combined results of operations for the
   three and six months ended June 30, 1996, respectively, as if the Horizon
   Acquisition occurred on January 1, 1996, are as follows:

<TABLE>
<CAPTION>
                                                          Three Months Ended            Six Months Ended
                                                             June 30, 1996                June 30, 1996
                                                      ---------------------------    ----------------------
<S>                                                    <C>                            <C>         
            Revenue                                    $      17,354,058              $ 32,802,641
                                                      ===========================    ======================

            Net loss                                   $      (6,233,777)             $(13,913,322)
                                                      ===========================    ======================

            Pro forma net loss per share applicable
            to common shareholders                     $           (1.01)           $        (2.26)
                                                      ===========================    ======================
</TABLE>


5.       LONG-TERM DEBT

   On September 19, 1996, the Company issued $110,000,000 11.5% unsecured
   Senior Notes due October 1, 2006 (the Notes). The Notes pay interest
   semiannually on April 1 and October 1 of each year. The Notes are redeemable
   at the option of the Company at redemption prices (expressed as a percentage
   of principal amount) ranging from 105.75% in 2001 to 100.00% in 2005 and
   thereafter. Among other things, the Notes contain certain covenants which
   limit additional indebtedness, payment of dividends, sale of assets or stock,
   changes in control and transactions with related parties. The proceeds from
   the Notes were used to repay amounts borrowed under a $75 million bank credit
   agreement and to finance the Horizon Acquisition described in Note 4.

   On October 9, 1996, Sygnet Communications, Inc.(Sygnet), a wholly-owned
   subsidiary of the Company, entered into a new financing agreement (the Bank
   Credit Facility) with a commercial bank group. The Bank Credit Facility is a
   senior secured reducing revolver that provides Sygnet the ability to borrow
   up to $300 million through June 30, 1999. Mandatory reductions in the
   revolver occur quarterly thereafter through June 30, 2005, when the Bank
   Credit Facility terminates. The Bank Credit Facility is secured by certain
   assets and the stock of Sygnet. The Bank Credit Facility provides for various
   borrowing rate options based on either a fixed spread over the London
   Interbank Offered Rate or the prime rate. Interest payments will be made
   quarterly. As of June 30, 1997, $190 million was outstanding under the Bank
   Credit Facility.



                                       7
<PAGE>   8


6.       REDEEMABLE PREFERRED STOCK

   On October 9, 1996, the Company issued 200,000 shares of Series A Senior
   Cumulative Nonvoting Preferred Stock (Preferred Stock). The Preferred Stock
   has a redemption value of $100 per share and is recorded at fair value on the
   date of issuance less issuance costs. Dividends are cumulative from the date
   of issuance, accrue quarterly in arrears and are payable in shares of
   Preferred Stock. The dividend rates increase annually from 15% in the year
   ending September 30, 1997; to 17% in the year ending September 30, 1998; to
   19% in the year ending September 30, 1999; and to 21% in the year ending
   September 30, 2000 and thereafter.

   On April 3, 1997, 100,000 shares of Preferred Stock were redeemed by the
   Company at a cost of $10,000,000 which was funded by the Bank Credit
   Facility. On June 20, 1997, the remaining 118,394.51 shares of Preferred
   Stock were redeemed by the Company at a cost of $11,839,451. This redemption
   was funded by the Common Stock Sale described in Note 7.

7.       SHAREHOLDERS EQUITY

   On June 20, 1997, the Company issued and sold 3,000,000 shares of Class A
   Common Stock, $.01 par value, to Boston Ventures Limited Partnership V
   (Boston Ventures) at a price of $15 per share (Common Stock Sale). The
   proceeds of $43.9 million, net of issuance fees, were used to redeem the
   remaining outstanding Preferred Stock as described in Note 5, and to reduce
   amounts outstanding under the Bank Credit Facility. As a condition of the
   Common Stock Sale, Boston Ventures will have two representatives on the
   Company's eleven member board of directors.


                                       8

<PAGE>   9


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Company's unaudited consolidated financial statements and the notes thereto
appearing elsewhere in this report. References to pro forma information give
effect to the Horizon Acquisition as if it occurred on January 1, 1996. As a
result of the Horizon Acquisition, the Company's operating results for the
periods discussed may not be indicative of future performance. In the text
below, financial statement numbers have been rounded, however, the percentage
changes are based on the actual financial statement numbers.

THE COMPANY'S HISTORICAL RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996.

For the three months ended June 30, 1997, the Company posted total revenue of
$20.8 million, which was more than double the total revenue of $9.2 million for
the comparable period in 1996. Earnings before interest, taxes, depreciation and
amortization, and other non-cash expenses (EBITDA) also more than doubled to
$10.3 million (49.3% of total revenue) for the three months ended June 30, 1997
from $3.9 million (42.7%. of total revenue) during the comparable period in
1996. The growth in revenue and EBITDA was the result of the Horizon Acquisition
and continued growth of the subscriber base. Increased interest expense,
depreciation, and amortization charges related to the Horizon Acquisition more
than offset the increased revenue and EBITDA to produce a net loss of $4.6
million for the three months ended June 30, 1997, a decrease from net income of
$1.0 million for the comparable period in 1996.

Subscriber revenue grew by 86.8 % to $12.8 million for the three months ended
June 30, 1997 compared to $6.9 million for the comparable period in 1996 mainly
as a result of the Horizon Acquisition and continued subscriber growth in the
Company's markets. Subscriber revenue, on a pro forma basis including the
effects of the Horizon Acquisition, grew by 20.2% for the three months ended
June 30, 1997 over the comparable period in 1996 due to growth in the subscriber
base, despite a decline in average revenue per subscriber. The Company's
subscribers more than doubled to 121,414 at June 30, 1997 from 50,797 at June
30, 1996 due mainly to the Horizon Acquisition as well as internal growth.
Including the pro forma effect of the Horizon Acquisition, the subscriber base
increased by 36.2% on June 30, 1997 from the June 30, 1996 level due to internal
growth. On a per subscriber pro forma basis, including the effect of the Horizon
Acquisition, average monthly revenue declined by 10.9% to $55.06 during the
three months ended June 30, 1997 from $61.81 in the comparable 1996 quarter.
This was due to competitive market pressures, lower customer usage, and the
changing mix of subscribers reflecting increasing levels of safety and security
subscribers, who typically purchase less expensive rate plans that include
limited free minutes of use.

Roamer revenue more than tripled to $6.6 million during the three months ended
June 30, 1997 compared to $1.5 million in the comparable period in 1996. This
increase was mainly a result of the Horizon Acquisition as well as increased
roaming traffic throughout all of the Company's systems. Including the pro-forma
effects of the Horizon Acquisition, roamer revenue grew by 23.5% for the three
months ended June 30, 1997 over the comparable period in 1996 due mainly to a
greater volume of roaming traffic despite a reduction in roaming revenue per
minute. Including the results of the Horizon Acquisition, the roaming revenue
per minute for the three months ended June 30, 1997 decreased to $0.59 from
$0.67 for the comparable period in 1996. This was mainly a result of reduced
roaming rates in the newly acquired markets.

Equipment sales more than doubled to $1.0 million for the three months ended
June 30, 1997 compared to $0.4 million for the comparable period in 1996. This
increase was due mainly to the Horizon Acquisition, and an increased number of
telephones and accessories distributed as new subscriber acquisitions increased,
as well as from additional sales of equipment to existing customers. Other
revenue increased to $0.43 million for the three months ended June 30, 1997 from
$0.38 million for the comparable period in 1996 due mainly to the Horizon
Acquisition.

Cost of services increased 81.7% to $2.2 million for the three months ended June
30, 1997 from $1.2 million for the comparable period in 1996. This increase was
due mainly to the Horizon Acquisition. On a pro forma basis including the
Horizon Acquisition, cost of services for the three months ended June 30, 1997
decreased by 4.5% from the comparable period in 1996 due mainly to lower rates
for interconnection and long distance charges which largely offset the higher
volume associated with increased traffic levels. 


                                       9

<PAGE>   10

Cost of equipment sales more than doubled to $2.3 million for the three months
ended June 30, 1997 from $1.0 million in the comparable 1996 period. This
increase was due mainly to the Horizon Acquisition and to an increased number of
telephones and accessories distributed as new subscriber acquisitions increased.
Sales of equipment to existing subscribers were also responsible for a portion
of this increase. On a pro-forma basis including the effect of the Horizon
Acquisition, cost of equipment sales for the three months ended June 30, 1997
increased 31.2% over the comparable period for 1996.

General and administrative costs increased by 89.9% to $3.7 million for the
three months ended June 30, 1997 from $2.0 million for the comparable period in
1996. This increase is due primarily to the Horizon Acquisition and an increase
in operating costs due to internal growth. On a pro forma basis including the
effect of the Horizon Acquisition, general and administrative expenses for the
three months ended June 30, 1997 increased 8.8% over the comparable period for
1996 due mainly to an increase in operating costs due to internal growth.

Selling and marketing costs more than doubled to $2.4 million for the three
months ended June 30, 1997 from $1.1 million in the second quarter of 1996. This
increase is due to the Horizon Acquisition and a higher level of new subscribers
added period to period. Selling and marketing cost per gross new subscriber,
including the equipment subsidy, decreased to $316 for the three months ended
June 30, 1997 from $344 for the comparable period in 1996 on a pro forma basis
including the effect of the Horizon Acquisition.

Depreciation and amortization increased to $7.0 million for the three months
ended June 30, 1997 from $1.2 million for the comparable period in 1996 due to
depreciation on higher levels of fixed assets resulting from the Horizon
Acquisition and purchases for system growth, and amortization of the licenses
from the Horizon Acquisition. The amortization of the acquired cellular licenses
and subscriber lists contributed $2.6 million to this increased amortization.
For the three months ended June 30, 1997, the Company spent approximately $6.6
million in capital expenditures, primarily for new cell sites, cell site
conversions, and system growth.

Interest expense increased to $7.8 million for the three months ended June 30,
1997 from $1.3 million for the comparable period in 1996. This increase was
primarily a result of increased borrowings associated with the Horizon
Acquisition.

THE COMPANY'S HISTORICAL RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996.

For the six months ended June 30, 1997, the Company posted total revenue of
$39.1 million, which was more than double the total revenue of $17.2 million for
the comparable period in 1996. EBITDA also more than doubled to $18.2 million
(46.4% of total revenue) for the six months ended June 30, 1997 from $6.9
million (40.2%. of total revenue) during the comparable period in 1996. The
growth in revenue and EBITDA was the result of the Horizon Acquisition and
continued growth of the subscriber base. Increased interest expense,
depreciation, and amortization charges related to the Horizon Acquisition more
than offset the increased revenue and EBITDA to produce a net loss of $10.9
million for the six months ended June 30, 1997, a decrease from net income of
$1.5 million for the comparable period in 1996.

Subscriber revenue grew by 89.4% to $24.6 million for the six months ended June
30, 1997 compared to $13.0 million for the comparable period in 1996 mainly as a
result of the Horizon Acquisition and continued subscriber growth in the
Company's markets. Subscriber revenue, on a pro forma basis including the
effects of the Horizon Acquisition, grew by 20.8% for the six months ended June
30, 1997 over the comparable period in 1996 due to growth in the subscriber
base, despite a decline in average revenue per subscriber. The Company's
subscribers more than doubled to 121,414 at June 30, 1997 from 50,797 at June
30, 1996 due mainly to the Horizon Acquisition as well as internal growth.
Including the pro forma effect of the Horizon Acquisition, the subscriber base
increased by 36.2% on June 30, 1997 from the June 30, 1996 level due to internal
growth. On a per subscriber pro forma basis, including the effect of the Horizon
Acquisition, average monthly revenue declined by 12.0% to $53.09 during the six
months ended June 30, 1997 from $60.27 in the comparable 1996 period. This was
due to competitive market pressures, lower customer usage, and the changing mix
of subscribers reflecting increasing levels of safety and security subscribers,
who typically purchase less expensive rate plans that include limited free
minutes of use.



                                       10

<PAGE>   11

Roamer revenue more than tripled to $11.8 million during the six months ended
June 30, 1997 compared to $2.8 million in the comparable period in 1996. This
increase was mainly a result of the Horizon Acquisition as well as increased
roaming traffic throughout all of the company's systems. Including the pro-forma
effects of the Horizon Acquisition, roamer revenue grew by 18.6% for the six
months ended June 30, 1997 over the comparable period in 1996 due mainly to a
greater volume of roaming traffic. Including the results of the Horizon
Acquisition, the roaming revenue per minute for the six months ended June 30,
1997 decreased to $0.59 from $0.66 for the comparable period in 1996. This was
mainly a result of reduced roaming rates in the newly acquired markets.

Equipment sales almost tripled to $1.9 million for the six months ended June 30,
1997 compared to $0.7 million for the comparable period in 1996. This increase
was due mainly to the Horizon Acquisition, and an increased number of telephones
and accessories distributed as new subscriber acquisitions increased, as well as
from additional sales of equipment to existing customers. Other revenue
increased to $0.9 million for the six months ended June 30, 1997 from $0.8
million for the comparable period in 1996 due mainly to the Horizon Acquisition.

Cost of services increased 87.3% to $4.4 million for the six months ended June
30, 1997 from $2.3 million for the comparable period in 1996. This increase was
due mainly to the Horizon Acquisition. On a pro forma basis including the effect
of the Horizon Acquisition, cost of services for the six months ended June 30,
1997 remained flat from the comparable period in 1996 due mainly to lower rates
for interconnection and long distance charges which largely offset the higher
volume associated with increased traffic levels.

Cost of equipment sales more than doubled to $4.4 million for the six months
ended June 30, 1997 from $2.0 million in the comparable 1996 period. This
increase was due mainly to the Horizon Acquisition and to an increased number of
telephones and accessories distributed as new subscriber acquisitions increased.
Sales of equipment to existing subscribers were also responsible for a portion
of this increase. On a pro forma basis including the effect of the Horizon
Acquisition, cost of equipment sales for the six months ended June 30, 1997
increased 28.0% over the comparable period for 1996.

General and administrative costs increased by 93.7% to $7.4 million for the six
months ended June, 1997 from $3.8 million for the comparable period in 1996.
This increase is due primarily to the Horizon Acquisition and an increase in
operating costs due to company growth. On a pro forma basis including the effect
of the Horizon Acquisition, general and administrative expenses for the six
months ended June 30, 1997 increased 11.9% over the comparable period for 1996
due mainly to an increase in operating costs due to internal growth.

Selling and marketing costs more than doubled to $4.8 million for the six months
ended June 30, 1997 from $2.2 million for the second quarter of 1996. This
increase is due to the Horizon Acquisition and a higher level of new subscribers
added period to period. Selling and marketing cost per gross new subscriber,
including the equipment subsidy, decreased to $313 for the six months ended June
30, 1997 from $352 for the comparable period in 1996 on a pro forma basis for
the Horizon Acquisition.

Depreciation and amortization increased to $13.8 million for the six months
ended June 30, 1997 from $2.5 million for the comparable period in 1996 due to
depreciation on higher levels of fixed assets resulting from the Horizon
Acquisition and purchases for system growth, and amortization of the licenses
from the Horizon Acquisition. The amortization of the acquired cellular licenses
and subscriber lists contributed $5.1 million to this increased amortization.
For the six months ended June 30, 1997, the Company spent approximately $10.9
million in capital expenditures, primarily for new cell sites, cell site
conversions, and system growth. As of June 30, 1997, the Company had completed
24 new cell sites during 1997 bringing the total cell sites in service to 141.

Interest expense increased to $15.2 million for the six months ended June 30,
1997 from $2.6 million for the comparable period in 1996. This increase was
primarily a result of increased borrowings associated with the Horizon
Acquisition.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically relied on internally generated funds to fund debt
service and a substantial portion of its capital expenditures. Bank credit
facilities have been used for additional support of capital expenditure programs
and to fund acquisitions. During 1996, the Company issued Senior Notes and
Preferred Stock to fund the Horizon Acquisition. During 1997, the Company issued
additional Common Stock and redeemed the outstanding Preferred Stock. See Note 6
and 7, Notes to Consolidated Financial Statements (Unaudited).


                                       11
<PAGE>   12

Net cash provided by operating activities was $1.6 million for the six months
ended June 30, 1997 compared to $5.7 million for the comparable period in 1996.
The decrease was primarily the result of the increase in interest expense, which
more than offset the increase in the number of subscribers that occurred due to
growth in revenue and EBITDA.

Net cash used in investing activities was $11.5 million for the six months ended
June 30, 1997 compared to $5.2 million for the comparable period in 1996. This
increase reflects final payments for the acquisition of businesses and increased
levels of purchases of property and equipment primarily for system buildout.

Net cash provided by financing activities was $9.7 million for the six months
ended June 30, 1997 compared to $0.7 million for the comparable period in 1996.
This includes $45 million in gross proceeds from the Common Stock Sale, and $22
million in proceeds from the Bank Credit Facility, which were partially used
primarily to retire the Preferred Stock, reduce bank debt, and fund capital
expenditures.

The Company's plans include a rapid buildout of the newly acquired systems in
order to improve coverage and increase usage. During the remainder of 1997, the
Company expects to complete 15 to 20 new cell sites in addition to the 24
completed to date. The Company continues to convert cell sites from Ericsson to
Northern Telecom equipment to more efficiently serve communities of interest in
and around the existing Northern Telecom systems in Youngstown and Erie and to
expand the digital service footprint, in addition to upgrading switches and
other network equipment. Aggregate capital expenditure levels are expected to be
approximately $25 to $30 million for the year ending December 31, 1997. The
Company plans to use internally generated funds plus funds available under the
Bank Credit Facility to finance this capital expenditure program. At June 30
1997, the Company had approximately $90.1 million in additional funds available
to borrow under the Bank Credit Facility.

On June 3, 1997, the Federal Communications Commission granted the application
of Pinellas Communications for a license to operate a permanent cellular
telephone system in the PA-2 Rural Service Area (PA-2). As a part of the Horizon
Acquisition, the Company acquired interim operating authority for PA-2. The
Company does not believe that the loss of PA-2 would have a material adverse
effect upon the Company's result of operations, financial position or cash
flows.

The Company is a holding company with no direct operations and no significant
assets other than the stock of Sygnet Communications, Inc., its wholly owned
subsidiary. Accordingly, the Company's ability to make principal, interest and
other payments to holders of the Senior Notes when due, and to meet its other
obligations, is dependent upon the receipt of sufficient funds from its
subsidiary. The Bank Credit Facility contains certain restrictions upon the
ability of the subsidiary to distribute funds to the Company. The indenture
under which the Senior Notes were issued imposes certain limits on the ability
of the Company to, among others things, incur additional indebtedness.

FORWARD LOOKING STATEMENTS

The description of the Company's capital expenditure plans set forth above are
forward looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These plans involve a number
of risks and uncertainties. The important factors that could cause actual
capital expenditures or the Company's performance to differ materially from the
plans include, without limitation, the Company's continued ability to satisfy
the financial performance and other covenants of the Bank Credit Facility; the
impact of competition from other providers of cellular telephone and personal
communications services, other technologies that may be developed; and the
occurrence of other technological changes affecting the Company's business. In
addition, the agreement under which the Company issued Common Stock in June 1997
imposes certain limits on the ability of the Company to, among other things,
incur additional indebtedness, issue additional capital stock or engage in
certain types of transactions. For further information regarding these and other
risk factors, see "Business" in the Company's annual report, on Form 10K for the
fiscal year ended December 31, 1996 (File No. 333-10161) filed with the
Securities and Exchange Commission. The Company disclaims any duty to release
publicly any updates or revisions to these forward looking statements.



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<PAGE>   13


PART II  -  OTHER INFORMATION

Item 2.  Changes in Securities

          On June 20, 1997, the Company issued and sold 3,000,000 shares of its
          Class A Common Stock, $.01 par value, to Boston Ventures Limited
          Partnership V at a price of $15 per share. The sale was to an
          accredited investor and was exempt from the registration requirements
          of the Securities Act of 1933 under Rule 506 of Regulation D.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

                3.1    Amended and restated Articles of Incorporation of Sygnet 
                       Wireless, Inc. *[3.1]

                3.2    Code of Regulations of Sygnet Wireless, Inc. *[3.2]

                4.1    Indenture dated as of September 26, 1996 between  
                       Sygnet Wireless, Inc. and Fleet National Bank, as 
                       Trustee. *[4]

              10.23    Investment Agreement dated as of June 20, 1997 between  
                       Sygnet Wireless, Inc. and Boston Ventures Limited 
                       Partnership V.

              10.24    Registration Rights Agreement dated as of June 20, 1997
                       among Sygnet Wireless, Inc., Boston Ventures Limited
                       Partnership V, J.D. Williamson, II and Warren P.
                       Williamson, III.

              10.25    Stockholders Agreement dated as of June 20, 1997 among  
                       Sygnet Wireless, Inc., Boston Ventures Limited 
                       Partnership V, J.D. Williamson, II and 
                       Warren P. Williamson, III.

               27.1    Financial Data Schedule.

(b)  Reports on Form 8-K. There were no reports on Form 8-K filed during the
     quarter ended June 30, 1997

*    Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
     quarterly period ended September 30, 1996, as the exhibit number indicated
     in brackets and incorporated by reference herein.


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<PAGE>   14




                                    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 hereunto duly authorized.

                                          SYGNET WIRELESS, INC.

                                          By:      /s/ CRAIG T. SHEETZ
                                                   ---------------------------
                                                   Craig T. Sheetz
                                                   Vice President and Chief
                                                       Financial Officer

                                                   (as duly authorized officer  
                                                   and principal financial 
                                                   officer of the registrant)

Dated:       August 11, 1997


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