U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  Form 10-QSB/A
                                Amendment No. 1


(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
                For the quarterly period ended September 30, 2001

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

       For the transition period from __________________ to ______________

Commission file number: 1-14219

                       Microwave Transmission Systems, Inc.
-------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

        Texas                                           75-2197372
-------------------------------------------------------------------------------
(State or other  jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

       541 Sterling Drive, Richardson, TX               75081
-------------------------------------------------------------------------------
      (Address of principal executive offices)          (Zip Code)

                                 (972) 669-0591
-------------------------------------------------------------------------------
                         (Registrant's telephone number)

-------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No ____


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of October 31, 2001: 11,828,880




<PAGE>



PART I - FINANCIAL INFORMATION
Item 1. Financial Statements


                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS
<TABLE>
<CAPTION>
                                                                                   (Unaudited)      (Unaudited)
                                                                                  September 30,     December 31,
                                                                                      2001              2000
                                                                                ------------------------------------
                                                                                ------------------------------------
CURRENT ASSETS
<S>                                                                               <C>              <C>
    Cash and cash equivalents                                                     $      20,602    $      150,862
    Marketable securities                                                                 2,992             1,634
    Accounts receivable, trade, net of allowance for doubtful
    accounts of $33,844 and $35,174, respectively                                     4,109,018         3,522,093
    Inventory                                                                            77,170             5,937
    Employee advances                                                                    71,077            59,804
    Jobs in progress                                                                    834,787           634,550
    Prepaid and other current assets                                                     47,008            62,335
                                                                                  -------------    --------------
       TOTAL CURRENT ASSETS                                                           5,162,654         4,437,215

PROPERTY AND EQUIPMENT                                                                3,831,874         2,982,427
    Less accumulated depreciation                                                      (840,027)       (1,010,639)
                                                                                  -------------    --------------
       NET PROPERTY AND EQUIPMENT                                                     2,991,847         1,971,788

OTHER ASSETS

    Non-current notes receivable - related parties                                          166           264,061
    Other assets                                                                        115,133                 -
    Goodwill                                                                          5,082,183                 -
                                                                                  -------------    --------------
       TOTAL OTHER ASSETS                                                             5,197,482           264,061

       TOTAL ASSETS                                                               $  13,351,983    $    6,673,064
                                                                                  =============    ==============
</TABLE>




See notes to accompanying interim financial statements.
<PAGE>


                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (Continued)


                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                                (Unaudited)       (Unaudited)
                                                                               September 30,      December 31,
                                                                                   2001               2000
                                                                            --------------------------------------
                                                                            --------------------------------------
CURRENT LIABILITIES
<S>                                                                             <C>               <C>
    Accounts payable                                                            $     324,510     $     241,181
    Accrued liabilities                                                               877,817           721,976
    Income taxes payable                                                              852,864         1,201,570
    Due to affiliates                                                                       -                 -
    Borrowings on line of credit                                                    1,511,985           475,653
    Current portion of long-term debt                                               1,162,793           225,786
                                                                                -------------     -------------
       TOTAL CURRENT LIABILITIES                                                    4,729,969         2,866,166


Income taxes payable - non-current                                                    767,983           249,602
Deferred tax liability - non-current                                                    6,590             8,952
Long-term debt, less current portion                                                  533,943           166,429
                                                                                -------------     -------------

       TOTAL LIABILITIES                                                            6,038,485         3,291,149

Minority Interest                                                                           -           770,612

SHAREHOLDERS' EQUITY
    Preferred stock, $0.001 par value; 10,000,000 shares authorized;
    none issued and outstanding                                                             -                 -
    Common stock $0.001 par value; 40,000,000 shares authorized; 11,828,880
    and 8,358,016 shares issued and outstanding, respectively                          11,829             8,358
    Additional paid-in capital                                                      3,832,359            72,960
    Accumulated other comprehensive income                                              1,357            (1,366)
    Retained earnings                                                               3,467,953         2,531,351
                                                                                -------------     -------------
       TOTAL SHAREHOLDERS' EQUITY                                                   7,313,498         2,611,303

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $  13,351,983     $   6,673,064
                                                                                =============     =============
</TABLE>



See notes to accompanying interim financial statements.
<PAGE>


                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                           (Unaudited)                             (Unaudited)
                                                       Three Months Ended                       Nine Months Ended
                                                          September 30,                           September 30,
                                                     2001              2000                   2001             2000

<S>                                               <C>              <C>                    <C>               <C>
Net sales                                         $   4,515,097    $   5,363,422          $  14,489,560     $  11,895,893
Cost of sales                                         2,888,683        3,371,255              9,083,410         7,081,650
                                                  --------------   --------------         --------------    -------------

     Gross profit                                     1,626,414        1,992,167              5,406,150         4,814,243

Operating expenses                                    1,168,506          931,559              3,340,757         2,809,979
                                                  --------------   --------------         -------------     -------------

     Operating income                                   457,908        1,060,608              2,065,393         2,004,264

Merger costs                                             54,424                -                 54,424                 -
Interest expense, net                                    27,034            9,349                 52,055            22,158
                                                  --------------   --------------         --------------    -------------

     Income before taxes                                376,450        1,051,259              1,958,914         1,982,106

Provision for income taxes                              121,914          345,597                678,227           757,173
                                                  --------------   --------------         ---------------   -------------

     Net income before minority interest                254,536          705,662              1,280,687         1,224,933

Minority interest (e)                                   148,454          170,801                344,085           339,544
                                                  -------------    -------------          -------------     -------------

     Net earnings available to common
     shareholders                                 $     106,082    $     534,861          $     936,602     $     885,389
                                                  =============    =============          =============     =============



Net earnings per common share - basic
     and diluted                                  $       0.01     $       0.06           $       0.11      $       0.11
                                                  =============    =============          =============     =============

Weighted average number of common
     shares outstanding - basic and diluted           9,628,425        8,293,288              8,789,436         8,276,501
                                                  =============    =============          =============     =============
</TABLE>



See notes to accompanying interim financial statements.
<PAGE>


                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                    (Unaudited)           (Unaudited)
                                                                 Nine months ended     Nine months ended
                                                                 September 30, 2001    September 30, 2000
                                                                 ------------------    ------------------
Cash flows from operating activities
<S>                                                                    <C>                   <C>
    Net income from operations                                         $     936,602         $     885,389
    Adjustments to reconcile net income to net cash provided
       by operating activities:
          Minority interest                                                  344,085               339,544
          Provision for bad debts                                                  -                35,174
          Depreciation and amortization                                      367,953               197,159
          Common stock issued as compensation                                  7,500                56,250
          Gain on disposal or sale of property and equipment                 (18,778)              (39,791)
          Unrealized gain on marketable securities                            (2,723)
          Deferred income taxes                                               (2,362)               (9,761)
    Changes in operating assets and liabilities, net of Acquisitions:
          Accounts receivable - trade                                       (586,925)           (1,125,547)
          Inventory                                                          (71,233)               (5,937)
          Employee advances                                                  (11,273)               (2,978)
          Jobs in progress                                                  (200,237)             (203,484)
          Prepaid and other current assets                                    15,327                16,255
          Other assets                                                      (115,133)                    -
          Accounts payable                                                    83,329               459,589
          Accrued liabilities                                                155,841                 3,111
          Income taxes payable                                               169,675               654,149
                                                                       --------------        -------------
Cash flows provided by operating activities                                1,071,648             1,259,122
                                                                       -------------         -------------

Cash flows from investing activities
    Acquisition of businesses, net of cash acquired                       (1,619,194)                    -
    Purchases of property and equipment                                     (914,129)             (937,107)
    Proceeds from sale of property and equipment                              53,800               130,306
    Issuance of notes receivable                                              (7,558)             (154,656)
    Payments received on notes receivable                                    271,453                40,905
    Purchase of marketable securities                                              -               (80,000)
    Proceeds from sale of marketable securities                                    -                77,000
                                                                       -------------         -------------
Cash flows provided by (used in) investing activities                     (2,215,628)             (923,552)
                                                                       -------------         -------------

Cash flows from financing activities
    Net activity on line of credit                                         1,036,332               (40,806)
    Borrowings of long-term debt                                           1,218,624               265,731
    Repayment of long-term debt                                             (346,261)             (405,450)
    Distribution to controlling shareholder in business
        acquisitions                                                        (894,975)                    -
                                                                       -------------         -------------
Cash flows used in financing activities                                    1,013,720              (180,525)
                                                                       -------------         -------------

Net increase (decrease) in cash and cash equivalents                        (130,260)              155,045

Cash and cash equivalents, beginning of period                               150,862                62,578
                                                                       --------------        -------------

Cash and cash equivalents, end of period                               $      20,602         $     217,623
                                                                       ==============        =============
</TABLE>


See notes to accompanying interim financial statements.
<PAGE>




                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

<TABLE>
<CAPTION>
                                                                    (Unaudited)           (Unaudited)
                                                                 Nine months ended     Nine months ended
                                                                 September 30, 2001    September 30, 2000
                                                                 ------------------    ------------------

Supplemental disclosures for cash flow information:
Cash paid during the period for:
<S>                                                                   <C>                   <C>
       Interest                                                       $      52,056         $      22,159
                                                                      =============         =============
       Income taxes                                                   $     508,146         $     125,336
                                                                      =============         =============


Supplemental non-cash financing and investing activities:
    Purchase of property and equipment with long-term debt            $     432,158         $     169,124
                                                                      =============         =============
    Issuance of common stock for land purchase                        $      75,000         $           -
                                                                      =============         =============
    Issuance of common stock for business acquisitions                $   5,513,356         $           -
                                                                      =============         =============
</TABLE>






See notes to accompanying interim financial statements.
<PAGE>


                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                      NOTES TO INTERIM FINANCIAL STATEMENTS



NOTE 1.  BASIS OF PRESENTATION


The interim condensed consolidated financial statements included herein have
been prepared by Microwave Transmission Systems, Inc. ("MTSI") or ("Company"),
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of the Company's management, the accompanying
interim condensed consolidated financial statements reflect all adjustments that
are necessary for a fair presentation of the Company's financial position,
results of operations and cash flows for such periods. All such adjustments are
of a normal recurring nature. It is recommended that these interim condensed
consolidated financial statements be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company's annual
financial statements for the years ended December 31, 2000 and 1999. Results of
operations for interim periods are not necessarily indicative of results that
may be expected for any other interim periods or the full fiscal year.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

NOTE 2.  Reclassifications


Certain 2000 amounts have been reclassified to conform with 2001 presentation.

NOTE 3.  LONG-TERM DEBT


In August 2001, the Company entered into a $1,100,000 term loan agreement with a
bank which matures in August 2006. Interest is payable at the bank's prime rate
or 6% at September 30, 2001. In August 2001, the Company also entered into a
$2,550,000 master revolving note with a bank which matures in August 2003. The
revolving note bears interest at the bank's prime rate plus .5%, or 6.50% at
September 30, 2001. Both the term loan and master revolving note are secured by
all assets and properties of the Company.

In June 2001, the Company entered into an installment note agreement with a bank
with a maximum facility of $360,000 which matures in June 2007. Interest is
payable monthly at the rate of 7.98%. The note is secured by the real property
and a building to be built in Melissa, Texas, and the personal guarantee of the
majority shareholder. At September 30, 2001, the Company had borrowed $360,000
under this installment note agreement.


NOTE 4.  ACQUISITIONs

On August 30, 2001, the Company closed the acquisition via merger of CKS
Management, Inc., Viper Communication Systems, Inc. and Epic Communications,
Inc., three Texas corporations engaged in the same business as the company of
constructing and maintaining wireless communications transmitting and receiving
facilities for providers of wireless communication services (the "Acquired
Businesses"). The transactions  are  structured as mergers of the Acquired

<PAGE>
                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                      NOTES TO INTERIM FINANCIAL STATEMENTS

Businesses into three wholly owned subsidiaries of the Company formed for the
purpose of effecting the mergers. The Acquired Businesses will continue to
operate as separate subsidiaries under their same names before the transactions.
Consideration for the mergers consisted of 5,378,796 shares of the Company's
Common Stock and cash in the amount of $2,514,168. Such cash was obtained from
the proceeds of a loan from Comerica Bank - Texas. Of such consideration,
2,017,932 shares of common stock will be issued, and $894,975.17 of the cash
will be paid to P. David Spurlin, the Chief Executive Officer of the Company and
the controlling shareholder of the Acquired Businesses. The merger consideration
was determined based upon an internal valuation using a formula of five times
estimated earnings for the year ending December 31, 2001. The Company will also
be obligated to issue additional consideration if the earnings of any of the
acquired companies exceed the 2001 estimates.

All Acquired Businesses were under the common control of P. David Spurlin, the
Chief Executive Officer of the Company. Therefore, the portion of the
acquisition related to the minority interest was accounted for under the
purchase method of accounting. The portion of the acquisition under common
control was accounted for as a pooling for all periods presented.

The fair value of assets and liabilities acquired in the purchase transaction
consisted of:
<TABLE>
<CAPTION>
                                                      Viper                 Epic
                              CKS Management,      Communication       Communications,
                                   Inc.            Systems, Inc.            Inc.                Total

                            -------------------- ------------------- -------------------- -------------------
                            -------------------- ------------------- -------------------- -------------------
<S>                                 <C>                  <C>                  <C>                 <C>
Cash                                $    48,890          $  102,312           $   55,067          $  206,269
Accounts receivable                     498,864             540,610              137,991           1,177,465
Jobs in progress                        164,878              36,638               28,593             230,109
Property and   equipment                405,159             387,476               62,757             855,392
Other                                     3,463               7,498                8,360              19,321
Goodwill                              1,243,007           2,860,130              979,046           5,082,183
Accounts payable                       (203,206)            (58,504)             (14,012)           (275,722)
Accrued expenses                       (316,361)           (351,057)            (101,544)           (768,962)
                                    -----------          ----------           ----------          ----------

                                    $ 1,844,694          $3,525,103           $1,156,258          $6,526,055
                                    ===========          ==========           ==========          ==========
</TABLE>


Merger Costs:

During the three months ended September 30, 2001, the Company recorded merger
costs of $54,424. These merger costs are associated with the August 30, 2001
acquisitions via merger of the Acquired Businesses, and include financial
advisory, legal and accounting fees that generally are not deductible for income
tax purposes.


NOTE 5.  new accounting pronouncement


In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets," which requires that goodwill not be amortized under any circumstance
and only is reduced if it is found to be impaired. SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001, but earlier adoption is
permissible under certain circumstances, specifically for transactions completed
after June 30, 2001.



<PAGE>
                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                      NOTES TO INTERIM FINANCIAL STATEMENTS

Item 2. Management's Discussion And Analysis Of Financial Condition And Results
Of Operations


General
      Most of our revenues, 60% in fiscal 2001, are derived from the
installation of wireless transmission and receiving facilities used by cellular
and PCS telephones. Generally, 15% of our revenues are derived from maintenance
of those and similar facilities and another 15% are derived from fabricating,
grounding, painting facilities and antenna testing. The remaining 10% of our
revenues are derived from the erection of microwave towers.

      In fiscal 2000 we saw two new trends that affected the results of our
operations. An increased portion of our operations came from the build out of
systems of towers in a single geographical location rather than the construction
of one or a few towers in many locations. Where we can concentrate construction
of several towers in a single location, our employees work more efficiently and
our mobilization expenses are reduced.

      Secondly, our clients have traditionally provided materials and equipment
used for construction projects. Beginning in late 2000 and continuing through
the second quarter of 2001, we began to purchase these materials and equipment
for some of our clients with the result that the sale of construction materials
and equipment have comprised a greater percentage of net revenues, 16% for the
first nine months of 2001 compared to 11% for the same period in 2000. The
effect of these purchases and sales increased our revenues but offset the gains
in margins that we would have otherwise achieved from our personnel's greater
efficiency. This trend diminished significantly in the third quarter of 2001,
significantly contributing to the decline in revenues in the third quarter of
2001 when compared to the third quarter of 2000.

      On a case-by case basis, we continue to evaluate the ownership and
management of towers used in cellular and PCS communications, but will not
engage in this activity unless the financial return is attractive. We will not
dedicate resources to actively seek these opportunities and will require that
any investment not jeopardize operations or strategic expansion plans.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2001 Compared to Three Months Ended September
30, 2000

      Our net earnings decreased 80% to $106,082 in the third quarter of 2001
from $534,861 in the third quarter of 2000. Our income before taxes and minority
interest reflected a similar decline with income before taxes and minority
interest of $376,450 in the third quarter of 2001 and $1,051,259 in the same
period in fiscal 2000, a decrease of 64%.

      Our revenues in the third quarter of 2001 decreased 16%, to $4,515,097
from $5,363,422 in the third quarter of 2000. Most of this decrease reflects the
decline in sales of materials and equipment between the comparable periods, a
decline of approximately $400,000. In addition, the amount accrued for jobs in
progress increased by approximately $200,000 or 32%, reflecting projects on
which we have started but not completed. Our gross profit in the second quarter
decreased approximately 18%, to $1,626,414 from $1,992,167. We have maintained
gross margin at 36% and 37%, respectively.


      Operating expenses increased approximately 25% between the third quarter
of 2001 and the same period in 2000, largely reflecting increased general and
administrative expenses of a larger organization, the cost of being publicly
held, particularly the expenses for legal, accounting, other financial
professionals, and financing costs incurred in the third quarter for the merger
of three entities. We believe we can continue to grow our revenue base without a
corresponding percentage increase in operating expenses, resulting in improved
operating leverage and profit margin. For the three months ended September 30,
2001, operating expenses to net sales were 26%, compared to 17% for the
comparable period in 2000.



<PAGE>
                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                      NOTES TO INTERIM FINANCIAL STATEMENTS


Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30,
2000

      Our net earnings increased 6% to $936,602 for the first nine months of
2001 from $885,389 for the same period in 2000. Our income before taxes and
minority interest decreased 1% to $1,958,914 in the first nine months of 2001
from $1,982,106 in the same period in fiscal 2000.

      Our revenues in the first nine months of 2001 increased 22%, to
$14,489,560 from $11,895,893 for the corresponding period in 2000. Most of this
increase reflects a greater number of projects completed for clients and the
sale of materials and equipment used on projects. Excluding the cost of
materials and equipment in both periods, our revenues for construction services
increased approximately 18% in the first nine months of 2001 when compared to
the same period in 2000.

      Our gross profit in the first nine months of 2001 increased approximately
12%, to $5,406,150 from $4,814,243. The smaller increase in gross profit when
compared to the increase of 22% in revenues reflects lower margins we receive
from the sale of materials and equipment and the increased use of contract
labor. Operating expenses increased approximately 19% for the first nine months
of 2001 and the same period in 2000, largely reflecting increased general and
administrative expenses of a larger organization and the costs of being publicly
held, particularly legal and accounting costs and consulting from other
financial professionals. For the nine months ended September 30, 2001, operating
expenses to net sales were 23%, compared to 24% for the comparable period in
2000.


LIQUIDITY AND CAPITAL RESOURCES

      Our operations are funded through internally generated funds, equipment
loans and a line of credit. At September 30, 2001, cash and marketable
securities were $23,594, compared to $152,496 at December 31, 2000. Cash flows
provided by operations were $1,071,648, a decrease from $1,259,122 provided by
operations during the first nine months of 2000. The Company had $3,208,721 of
short-term and long-term debt, while stockholders' equity was $7,313,498 at
September 30, 2001.

      We maintain a line of credit to manage fluctuations in cash flows. At
September 30, 2001, our line of credit was $2,550,000. At September 30, 2001,
the Company had borrowed $1,511,985 under the line of credit and borrowings at
December 31, 2000 under the line of credit were $475,653. In addition to the
borrowings under the line of credit, in the third quarter of 2001 the Company
entered into a term loan in the amount of $1,100,000 to assist in financing the
merger of three entities, the cash consideration for such acquisitions amounting
to $2,514,168. Accordingly, the acquisitions were financed from operating
capital, the $1,100,000 term loan and borrowings under our line of credit.

      We are reviewing the possibility of acquiring other tower construction
services providers and such acquisitions may require additional capital
resources. Our management believes that cash flows provided by operations and
availability of the line of credit, supplemented by our cash position, will be
adequate to meet and sustain moderate growth. Management believes that any
growth that cannot be met through internal operations and existing credit
facilities can be met through increasing the line of credit and additional
borrowings for equipment.

FORWARD-LOOKING STATEMENTS


      The Management's Discussion and Analysis of Financial Condition and
Results of Operations, the Other Developments and Outlook and other sections of
this report on Form 10-QSB contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
You should note that many factors, some of which are described in this section
or discussed elsewhere in this document, could affect our company in the future
and could cause our results to differ materially from those expressed in our
forward-looking statements. Forward-looking statements include those regarding

<PAGE>
                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                      NOTES TO INTERIM FINANCIAL STATEMENTS

our goals, beliefs, plans or current expectations and other statements regarding
matters that are not historical facts. For example, when we use the words
"believe," "expect," "anticipate" or similar expressions, we are making
forward-looking statements. These statements are not guarantees of future
performance and involve a number of risks and uncertainties. Actual results and
outcomes may differ materially from what is expressed or forecast in such
forward-looking statements. The principal risks and uncertainties that may
affect the Company's actual performance and results of operations include the
following: general economic conditions; the cyclical and seasonal nature of the
Company's business; adverse weather; governmental regulation; changes in
governmental and public policy; competition; the availability of capital to
finance our growth; projected growth of the wireless communications and wireless
carrier industries; the implementation of new wireless technologies and the
adoption of applications that use wireless technologies; and unexpected
operational difficulties. Other risks and uncertainties may also affect the
outcome of the Company's actual performance and results of operations.



<PAGE>

                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                      NOTES TO INTERIM FINANCIAL STATEMENTS

PART II - Other Information

Item 2. Changes in Securities.

      On August 30, 2001 the registrant issued 5,378,796 shares of its Common
      Stock in connection with the acquisition of CKS Management, Inc., Viper
      Communication Systems, Inc. and Epic Communications, Inc. The securities
      were valued at $1.46 per share and the issuance of the shares was exempt
      from registration under the Securities Act of 1933 pursuant to Section
      4(2) thereunder as a transaction not involving a public offering.

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

      (b) On September 7, 2001, the registrant filed a current report on Form
      8-K, Item 5, relating to the closing of the acquisition of CKS Management,
      Inc., Viper Communication Systems, Inc. and Epic Communications, Inc.
      effective as of August 30, 2001.



<PAGE>
                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                                   SIGNATURES


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

                                      Microwave Transmission Systems, Inc.


Dated: - December 10, 2001            By: /s/ P. David Spurlin
                                      ---------------------------------------
                                      P. David Spurlin,
                                      President and Chief Executive Officer