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

                                   Form 10-QSB


(Mark One)

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

                  For the quarterly period ended March 31, 2002

[  ]     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 May 1, 2002: 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)
                                                                                March 31,        December 31,
                                                                                  2002               2001
                                                                             ------------        ------------
Current assets
<S>                                                                          <C>                 <C>
    Cash and cash equivalents                                                $      9,128        $    404,388
    Marketable securities, available for sale                                      10,688              20,702
    Accounts receivable, trade, net of allowance for doubtful
      accounts of $33,844 and $35,174, respectively                             4,296,559           4,376,465
    Unbilled  receivables                                                         889,948             201,353
    Jobs in progress                                                              523,366             565,952
     Inventory                                                                    447,018             349,222
     Prepaid and other current assets                                             148,458             154,709
                                                                             ------------        ------------
              Total current assets                                              6,325,165           6,072,791

Property and equipment, net                                                     4,868,568           4,535,553
     Less accumulated depreciation                                             (1,238,267)         (1,043,805)
                                                                             -------------       ------------
              Net property and equipment                                        3,630,301           3,491,748

Other Assets
    Goodwill                                                                    5,082,183           5,082,183
    Notes receivable                                                                 -                    166
    Other assets                                                                   18,390              26,771
                                                                             ------------        ------------
              Total other assets                                                5,100,573           5,109,120
                                                                             ------------        ------------

              Total assets                                                   $ 15,056,039        $ 14,673,659
                                                                             =============       ============
</TABLE>


See notes to accompanying interim consolidated financial statements.
<PAGE>


                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (Continued)



                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                               (Unaudited)
                                                                                March 31,        December 31,
                                                                                 2002                2001
                                                                             ------------        ------------
Current liabilities
<S>                                                                          <C>                 <C>
    Borrowings on line of credit                                             $    350,000        $    300,000
    Current portion of long-term debt                                             569,264             483,166
    Accounts payable                                                              506,162             766,090
    Accrued liabilities                                                           971,252             915,572
    Income taxes payable                                                          945,221             752,780
     Deferred income tax liability                                                732,438             732,438
                                                                             ------------        ------------

              Total current liabilities                                         4,074,337           3,950,046

Long-term debt, less current portion                                            2,936,228           3,042,616
                                                                             ------------        ------------
              Total long-term liabilities                                       2,936,228           3,042,616

Total liabilities                                                               7,010,565           6,992,662

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 shares issued and outstanding                                     11,829              11,829
    Additional paid-in capital                                                  4,773,525           4,773,525
    Accumulated other comprehensive income (loss)                                 (10,014)              1,430
    Retained earnings                                                           3,270,134           2,894,213
                                                                             ------------        ------------

              Total shareholders' equity                                        8,045,474           7,680,997
                                                                             ------------        ------------

              Total liabilities and shareholders' equity                     $ 15,056,039        $ 14,673,659
                                                                             ============        ============
</TABLE>



See notes to accompanying interim consolidated financial statements.
<PAGE>


                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                                                        (Unaudited)
                                                                               Three months ended March 31,

                                                                                  2002               2001
                                                                             ------------        ------------

<S>                                                                          <C>                 <C>
Net sales                                                                    $  4,980,990        $  4,441,310
Cost of sales                                                                   2,865,899           2,838,832
                                                                             ------------        ------------

         Gross profit                                                           2,115,091           1,602,478

Operating expenses                                                              1,504,290           1,108,265
                                                                             ------------        ------------

         Operating income                                                         610,801             494,213


Interest expense                                                                  (42,451)            (12,140)
                                                                             ------------        ------------

         Income before taxes                                                      568,350             482,073


Provision for income taxes                                                        192,429             155,039
                                                                             ------------        ------------

         Income before minority interest                                          375,921             327,034

Minority interest                                                                       -            (105,728)
                                                                             ------------        ------------

Net income                                                                   $    375,921        $    221,306
                                                                             =============       ============


Net income per common share - basic
   and diluted                                                               $        .03        $        .03
                                                                             ============        ============

Weighted average number of common
   shares outstanding

    Basic                                                                      11,828,800           8,358,016

    Diluted                                                                    11,859,313           8,358,016
</TABLE>

See notes to accompanying interim consolidated financial statements.
<PAGE>


                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                        (Unaudited)
                                                                              Three months        Three months
                                                                                 ended               ended
                                                                               March 31,           March 31,
                                                                                 2002                2001
                                                                             ------------        ------------
Cash flows from operating activities
<S>                                                                          <C>                 <C>
    Net income                                                               $    375,921        $   221,306
    Adjustments to reconcile net income to net cash used in
      operating activities:
      Minority interest                                                                 -            105,728
      Depreciation and amortization                                               286,138            113,807
      Loss (gain) on disposal or sale of property and equipment                       809            (15,098)
      Deferred income taxes                                                             -           (571,610)
      Gain on sale of securities                                                   (1,430)            (1,000)
      Changes in operating assets and liabilities:
        Accounts receivable - trade                                                79,906            130,943
        Unbilled receivables                                                     (688,595)           203,398
        Jobs in progress                                                           42,586           (277,726)
        Inventory                                                                 (97,796)           (31,292)
        Prepaid and other current assets                                          (44,681)           (46,017)
        Accounts payable                                                         (259,928)           255,888
        Accrued liabilities                                                        55,680           (254,820)
        Income taxes payable                                                      192,441           (426,143)
                                                                             ------------        ------------

              Cash flows used in operating activities                             (58,949)          (592,636)
                                                                             ------------        ------------

Cash flows from investing activities
    Purchases of property and equipment                                          (366,187)          (276,584)
    Proceeds from sale of property and equipment                                        -             15,273
    Payments received on notes receivable                                             166              8,984
                                                                             ------------        -----------

              Cash flows used in investing activities                            (366,021)          (252,327)
                                                                             -------------       ------------

Cash flows from financing activities
    Proceeds from line of credit                                                   50,000                  -
    Payments on line of credit                                                          -            (24,261)
    Borrowings of long-term debt, net                                                   -            785,174
    Repayment of long-term debt                                                   (20,290)                 -
                                                                             ------------        -----------

              Cash flows provided by financing activities                          29,710            760,913
                                                                             ------------        -----------

Net decrease in cash and cash equivalents                                        (395,260)           (84,050)

Cash and cash equivalents, beginning of period                                    404,388            150,862
                                                                             ------------        -----------

Cash and cash equivalents, end of period                                     $      9,128        $    66,812
                                                                             ============        ===========
</TABLE>

See notes to accompanying interim consolidated financial statements.
<PAGE>



NOTE 1.  BASIS OF PRESENTATION

The interim 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
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 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, 2001 and 2000. Results of operations for interim
period 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 accounting
principles generally accepted in the United States of America 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.  COMPREHENSIVE INCOME                 Three months        Three months
                                                ended                 ended
                                              March 31, 2002    March 31, 2001

Net income                                   $     375,921      $     221,306

Other comprehensive loss:

  Unrealized loss
  on marketable securities                         (11,444)              (228)
                                             -------------      -------------

Comprehensive income                         $     364,477      $     221,078
                                             -------------      -------------


NOTE 3.   INCOME PER COMMON SHARE

Basic income per share is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding during
the year. Diluted earnings per common share is computed by dividing income
available to common shareholders by the weighted-average number of common shares
outstanding plus the number of additional shares that would have been
outstanding if potentially dilutive securities had been converted.


NOTE 4.  ACQUISITIONS

On August 30, 2001, the Company closed the acquisitions via merger of CKS
Management, Inc. (CKS), Viper Communication Systems, Inc. (Viper), and Epic
Communications Inc., (Epic), 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 were structured as
mergers of the Acquired 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. Consideration for the mergers
consisted of 5,378,796 shares of the Company's common stock, valued at
$7,853,043, and cash in the amount of $2,514,168. Such cash was obtained from
the proceeds of a bank loan. Of such consideration, 2,017,932 shares of common

<PAGE>

NOTE 4. ACQUISITIONS - continued

stock were issued, and $894,975 of the cash was paid to P. David Spurlin, the
Chief Executive Officer and the controlling shareholder of the Company.

All of the Acquired Businesses were under the control of P. David Spurlin.
Therefore, the portion of Acquired Businesses that was acquired from Mr.
Spurlin has been recorded at historical cost.  The cash consideration paid
for Mr. Spurlin's interest has been reflected as a dividend in the
consolidated financial statements.  Financial statements for periods prior to
the mergers have been restated to combine the Company and the Acquired
Businesses in a manner similar to a pooling of interest.

The separate sales and net income of the Company and the Acquired Businesses for
periods prior to the merger are as follows:

                                                                 Three months
                                                                   ended
                                                                  March 31,
                                                                   2001
                                                                 (Unaudited)

         Sales:
              Company                                           $  2,200,603

              Acquired businesses                                  2,418,840
              Intercompany transactions                             (178,133)
                                                                ------------
                  Combined                                      $  4,441,310
                                                                ============

         Net income:
              Company                                           $    157,481
              Acquired businesses                                    169,553
              Minority interest                                     (105,728)
                                                                ------------
                  Combined                                      $    221,306
                                                                ============

      The portion of the Acquired Businesses purchased from non-controlling
      interests was accounted for by the purchase method of accounting. For
      periods prior to August 30, 2001, the acquisition date, the
      non-controlling interests have been reflected as Minority Interests in the
      Company's financial statements. The purchase of the non-controlling
      interests resulted in goodwill in the amount of $5,082,183. The Company
      has no tax basis in the goodwill.

<PAGE>


NOTE 5.  NEW ACCOUNTING PRONOUNMENTS

In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Intangible Assets." SFAS
No. 141 is effective for all business combinations completed after June 30,
2001. SFAS No. 142 is effective for fiscal years beginning after December 15,
2001; however, certain provisions of this Statement apply to goodwill and other
intangible assets acquired between July 1, 2001 and the effective date of SFAS
No. 142.

         Major provisions of these statements and their effective dates are as
follows:

         o        intangible assets acquired in a business combination must be
                  recorded separately from goodwill if they arise from
                  contractual or other legal rights or are separable from the
                  acquired entity;

         o        goodwill, as well as intangible assets with indefinite lives,
                  acquired after June 30, 2001, will not be amortized;

         o        effective January 1, 2002, all previously recognized goodwill
                  and intangible assets with indefinite lives will no longer be
                  subject to amortization;

         o        effective January 1, 2002, goodwill and intangible assets with
                  indefinite lives will be tested for impairment annually and
                  whenever there is an impairment indicator.

The Company intends to complete a transitional fair value based impairment test
of goodwill as of January 1, 2002 by June 30, 2002.  Impairment losses, if any,
resulting from the transitional testing will be recognized in the quarter
ended March 31, 2002, as a cumulative effect of a change in accounting
principle.

The Company had no amortization expense related to goodwill in 2001.


<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

         We make forward-looking statements in this document. Our
forward-looking statements are subject to risks and uncertainties. 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
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. Factors that could affect our forward-looking
statements include:

      the outcome of our growth strategy;

      future results of operations;

      liquidity and capital expenditures;

      construction and acquisition activities;

      the availability of capital to finance construction of towers that we may
own;

      regulatory developments and competitive conditions in the communications
site and wireless carrier industries;

      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

      general economic conditions.

      We are not required to release publicly the results of any revisions to
these forward-looking statements we may make to reflect future events or
circumstances.



General

      We are a holding company and the sole shareholder of MTSI, Inc., a Texas
corporation ("MTSI"), CKS Management, Inc., ("CKS"), a Texas corporation, EPIC
Communications, Inc., a Texas corporation ("Epic"), Viper Communications Systems
Inc., a Texas corporation ("Viper"), and Site Communications, ("Site"), which
collectively are our only assets and the entities through which we conduct our
operations. All references herein to "we," "us" or "our" with respect to our
business operations refer to the combined business operations of Microwave
Transmission systems, Inc., MTSI, CKS, EPIC, VIPER and SITE, unless specifically
stated otherwise.

      Our principal business is the construction and maintenance of wireless
communications transmitting and receiving facilities for providers of wireless
communication services. In 2001 approximately 49% of our revenues were derived
from operations in Texas, 14% Florida, 7% N. Carolina, 6% Oklahoma, with the
other 23% derived from operations in other regions of the United States and
internationally. We have participated in the development of more than 4000
antenna sites in the United States. MTSI commenced operations in 1987, and was
principally engaged in the construction of microwave towers. As part of this
original effort, MTSI developed the skill to calibrate the antenna and
instruments used in these towers and thereby assure the tower's robust
operation, a value added skill that is used in implementing the construction and
maintenance work on technologies lead by the sharp increase in use of cellular
telephone systems, an analog technology. These other technologies included
paging technologies as well as Specialized Mobile Radio and Enhanced Specialized
Mobile Radio technologies. In the late 1990's MTSI began working Personal
Communications Systems or PCS technologies, a technology that utilizes
efficiencies of digital technology for the transmission of voice and date.

      On August 30, 2001, the Company closed the acquisition via merger of CKS,
Viper and Epic, 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

<PAGE>

Acquired Businesses into three wholly owned subsidiaries of the Company formed
for the purpose of effecting the mergers. The Acquired Businesses continue to
operate as separate subsidiaries under their same names before the transactions.

      In continuation of our organic growth business model, in November 2001, we
formed a corporation named Site Communications, Inc. This corporation was
modeled after our successful Viper and Epic corporations which provide the same
type of services. Site is located in Gallatin, Tennessee.

Factors affecting revenues

      Most of our revenues, 60% in fiscal 2001, are derived from the
construction of wireless transmission and receiving facilities used by cellular
and PCS telephones. Generally, fifteen percent of our revenues are derived from
maintenance of those and similar facilities and another fifteen percent are
derived from fabricating, grounding, painting facilities and antenna testing.
Ten percent of our revenues are derived from the erection of microwave towers.

      In fiscal 2001we 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 travel expenses are reduced.

      In addition, some of our clients began to have us purchase materials and
equipment used in construction of their projects, materials and equipment that
they previously provided to us. The effect of these purchases increased our
revenues but offset the gains in margins that we would have otherwise achieved
from our personnel's greater efficiency. By the end of fiscal 2001, we saw the
amount of purchasing done by us on behalf of clients recede to more traditional
levels.

      We continue to be open to owning and operating 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 seek actively these
opportunities and will require that any investment not jeopardize operations or
strategic expansion plans.



Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

      Our net earnings increased by 70% to $375,921 in the first quarter of 2002
compared to $221,306 in the first quarter of 2001 on an increase of 12% in
revenue to $4,980,990 from $4,441,310. Our increase in revenues occurred despite
a reduction in the portion of materials and equipment we made on behalf of
clients in the first quarter of 2002 when compared to the first quarter of 2001.
Further, the margins for construction services is higher than for equipment and
materials sales with the resultant margins increasing in the most recent period.
In fact, cost of sales was essentially flat, $2,865,899 in the first quarter of
2002 compared to $2,838,832 in the first quarter of 2001 resulting in almost all
of the $539,680 increase in revenues going to gross profit.

      The increase in gross profit, however, was offset by a 36% increase
between the two periods in general and administrative, largely reflecting the
costs of being a public company.

Liquidity and Capital Resources

      Our operations are funded through internally generated funds, borrowings
for vehicles and a line of credit.

      Our receivables for a given quarter as a percentage of that quarter's
revenues have increased throughout fiscal 2001 and into fiscal 2002. We
attribute our growth in receivables not only due to overall growth in the
business but also due to a slowing in the payment of receivables by our large
customers.

      We maintain a line of credit to manage fluctuations in cash flows. At
December 31, 2001 the total borrowing capacity under our line of credit was
$2,550,000. At March 31, 2002, the Company had borrowed $1,511,985 under the
line of credit. We believe 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

<PAGE>

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. However, there is no assurance that financing would be
available when and if needed, or that it would be available on suitable terms.

      We do not anticipate becoming significantly involved in a build to suit
program whereby we would construct wireless communications facilities for our
own account. Consequently, we do not presently anticipate incurring the large
capital expenditures such a program would entail.

      We are reviewing the possibility of acquiring other wireless enterprises
and such acquisitions may entail additional capital resources.




<PAGE>


                           PART II - OTHER INFORMATION

None


<PAGE>


                                   SIGNATURES


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

                                      Microwave Transmission Systems, Inc.


Dated: - May 14, 2002                 By: /s/ P. David Spurlin
                                      ---------------------------------------
                                      P. David Spurlin,
                                      President and Chief Financial Officer