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, 2003

[   ]    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, 2003: 11,828,880


<PAGE>




                         PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                     (Unaudited)
                                                                                      March 31,        December 31
                                                                                        2003              2002
                                                                                    -------------    --------------

CURRENT ASSETS
<S>                                                                                 <C>              <C>
   Cash and cash equivalents                                                        $      14,265    $       94,262
   Marketable securities                                                                    1,502             1,502
   Accounts receivable - trade, net of allowance for doubtful accounts
        of $48,110 and $33,844, at March 31, 2003 and December 31, 2002,
        respectively                                                                    3,378,508         2,910,098
   Unbilled receivables                                                                   339,905           177,104
   Jobs in progress                                                                       373,397           322,574
   Inventory                                                                              651,139           620,939
   Prepaid and other current assets                                                       264,091           265,503
   Refundable income taxes                                                                 33,900            33,900
                                                                                      -----------       -----------

                  Total current assets                                                  5,056,707         4,425,882

PROPERTY AND EQUIPMENT                                                                  5,985,314         5,554,399
   Less accumulated depreciation and amortization                                      (1,946,140)       (1,761,313)
                                                                                      -----------       -----------

                  Net property and equipment                                            4,039,174         3,793,086

OTHER ASSETS
   Goodwill                                                                             5,082,183         5,082,183
   Deferred income taxes                                                                   13,740            13,740
   Other assets                                                                            51,495            57,990
                                                                                      -----------       -----------

                  Total other assets                                                    5,147,418         5,153,913
                                                                                      -----------       -----------

                  Total assets                                                      $  14,243,299    $   13,372,881
                                                                                      ===========        ==========
</TABLE>



              The accompanying notes are an integral part of these
                       consolidated financial statements.
                                       1
<PAGE>



                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (Continued)
<TABLE>
<CAPTION>


                                                                                     (Unaudited)
                                                                                      March 31,       December 31,
        LIABILITIES AND SHAREHOLDERS' EQUITY                                              2003             2002
                                                                                    -------------    --------------

CURRENT LIABILITIES
<S>                                                                                 <C>              <C>
   Line of credit                                                                   $   2,271,567    $    1,765,019
   Current portion of long-term debt                                                      536,412           533,010
   Accounts payable                                                                       357,555           333,426
   Accrued liabilities                                                                    427,216           456,170
   Deferred revenue                                                                          -               25,446
   Income taxes payable                                                                   152,539           208,402
   Deferred income taxes                                                                  475,173           475,173
                                                                                      -----------       -----------

                  Total current liabilities                                             4,220,462         3,796,646

LONG-TERM LIABILITIES
   Long-term debt, less current portion                                                 1,672,593         1,512,487
   Note payable to shareholder                                                            380,000              -
                                                                                      -----------       -----------

                  Total long-term liabilities                                           2,052,593         1,512,487

COMMITMENT AND CONTINGENCIES                                                                 -                 -

SHAREHOLDERS' EQUITY
   Preferred stock, $0.001 par value; 10,000,000 shares authorized; none
        issued or 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 loss                                                   (19,200)          (19,200)
   Retained earnings                                                                    3,204,090         3,297,594
                                                                                      -----------       -----------

                  Total shareholders' equity                                            7,970,244         8,063,748
                                                                                      -----------       -----------
Total liabilities and shareholders' equity                                          $  14,243,299    $   13,372,881
                                                                                      ===========     =============
</TABLE>




              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        2

<PAGE>




                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                                              (Unaudited)
                                                                                     Three months ended March 31,
                                                                                          2003            2002
                                                                                    -------------    --------------

<S>                                                                                 <C>              <C>
Net sales                                                                           $   4,181,732    $    4,980,990
Cost of sales                                                                           2,769,730         2,865,899
                                                                                      -----------       -----------

                  Gross profit                                                          1,412,002         2,115,091

General and administrative expenses                                                     1,502,204         1,504,290
                                                                                      -----------       -----------

                  Operating income (loss)                                                 (90,202)          610,801

Interest expense                                                                           59,165            42,451
                                                                                      -----------       -----------

                  Income (loss) before income taxes                                      (149,367)          568,350

Income tax provision (benefit)                                                            (55,863)          192,429
                                                                                      ------------      -----------

                  NET INCOME (LOSS)                                                 $     (93,504)   $      375,921
                                                                                      ============      ===========

Net income (loss) per common share - basic and diluted                              $      (0.01)    $        0.03
                                                                                      ==========        ===========

Weighted average number of common shares outstanding
   Basic                                                                               11,828,880        11,828,880

   Diluted                                                                             11,828,880        11,859,313
</TABLE>




















              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        3


<PAGE>


                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                              (Unaudited)
                                                                                     Three months ended March 31,
                                                                                          2003             2002
                                                                                    -------------    --------------
Cash flows from operating activities
<S>                                                                                 <C>              <C>
   Net income (loss)                                                                $     (93,504)   $      375,921
     Adjustments to reconcile net income (loss) to net cash used in
       operating activities:
         Depreciation and amortization                                                    192,327           286,138
         Loss (gain) on disposal or sale of property and equipment                         (7,500)              809
         Gain on sale of securities                                                          -               (1,430)
         Provision for doubtful accounts                                                   14,266              -
     Changes in operating assets and liabilities:
       Accounts receivable - trade                                                       (482,676)           79,906
       Unbilled receivables                                                              (162,801)         (688,595)
       Jobs in progress                                                                   (50,823)           42,586
       Inventory                                                                          (30,200)          (97,796)
       Prepaid and other current assets                                                     7,907           (44,681)
       Accounts payable                                                                    24,129          (259,928)
       Accrued liabilities                                                                (28,954)           55,680
       Deferred revenue                                                                   (25,446)             -
       Income taxes payable                                                               (55,863)          192,441
                                                                                      -----------       -----------

                  Cash flows used in operating activities:                               (699,138)          (58,949)

Cash flows from investing activities
   Purchases of property and equipment                                                   (430,915)         (366,187)
   Issuance of notes receivable                                                              -                 -
   Payments received on notes receivable                                                     -                  166
                                                                                      -----------       -----------

                  Cash flows used in investing activities                                (430,915)         (366,021)

Cash flows from financing activities
   Proceeds from line of credit, net                                                      556,548            50,000
   Payments on line of credit                                                             (50,000)             -
   Proceeds from long-term debt, net                                                      304,000              -
   Repayment of long-term debt                                                           (140,492)          (20,290)
   Proceeds from note payable to shareholder                                              380,000              -
                                                                                      -----------       -----------

                  Cash flows provided by financing activities                           1,050,056            29,710

Net decrease in cash and cash equivalents                                                 (79,997)         (395,260)
                                                                                      -----------       -----------

Cash and cash equivalents, beginning of period                                             94,262           404,388
                                                                                      -----------       -----------
Cash and cash equivalents, end of period                                            $      14,265    $        9,128
                                                                                      ===========       ===========
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        4
<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 accounting principles generally accepted
in the United States of America 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, 2002 and 2001. 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 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
<TABLE>
<CAPTION>

                                                                        Three months ended March 31,
                                                                           2003              2002
                                                                       -------------    -------------

<S>                                                                    <C>              <C>
Net income (loss)                                                      $     (93,504)   $     375,921

Other comprehensive loss:

   Unrealized loss on marketable securities                                        -           11,444
                                                                         -----------      -----------

Comprehensive income (loss)                                            $     (93,504)   $     364,477
                                                                         ===========      ===========
</TABLE>

NOTE 3.   INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per share is computed by dividing net income (loss)
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.

At March 31, 2003, outstanding options to acquire 33,475 common shares have been
excluded from the diluted computation because the effect would have been
anti-dilutive. A reconciliation of the denominators of the basic and diluted net
income (loss) per share computation is as follows:
<TABLE>
<CAPTION>

                                                                                  March 31,
                                                                           2003              2002
                                                                       -------------    -------------

<S>                                                                       <C>              <C>
Weighted average number of common shares outstanding                      11,828,880       11,828,880

Effect of dilutive options                                                      -              30,433
                                                                          ----------       ----------

Weighted average number of common shares
   outstanding assuming dilution                                          11,828,880       11,859,313
                                                                          ==========       ==========
</TABLE>


The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," in its primary financial statements
and has provided supplemental disclosures required by Statement of Financial
Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation - Transition and Disclosure an amendment of FASB Statement No.
123."

                                       5
<PAGE>


Option exercise prices are equal to the market price on the date of grant. In
general, a portion of the shares under grant become exercisable after one year
and remaining shares vest monthly thereafter on a straight line basis over the
vesting term of the option (typically five years). Options expire after ten
years.

SFAS 123 requires the disclosure of pro forma net income and earnings per share
information computed as if the Company had accounted for its employee stock
options granted under the fair value method set forth in SFAS 123. The fair
value for these options was estimated at the date of the grant using the
Black-Scholes option pricing model.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized as expense over the options's vesting periods. Pro forma
information for the three months ended March 31, 2002 and 2003 is as follows:
<TABLE>
<CAPTION>


                                                                                  March 31,
                                                                           2003              2002
                                                                       -------------    -------------

   Net loss applicable to common stockholders:
<S>                                                                    <C>              <C>
     As reported                                                       $     (93,504)   $     375,921
       Deduct: total stock-based compensation under
         fair value based method for all awards, net of
         related tax expense                                                 (27,617)         (27,617)
                                                                         -----------      -----------
     Pro forma                                                         $    (121,121)   $     348,304
                                                                         -----------      -----------

Net loss per share:
     As reported - basic and diluted                                   $      (0.01)    $       0.03
                                                                         ===========      ===========
     Pro forma - basic and diluted                                     $      (0.01)    $       0.03
                                                                         ===========      ===========
</TABLE>

NOTE 4.  NEW ACCOUNTING PRONOUNCEMENTS

In July 2002, the Financial Accounting and Standards Board (FASB) issued
Statements of Financial Accoutning Standards No. 146 (SFAS 146), "Accounting for
Costs Associated with Exit or Disposal Activities." The standard requires
companies to recognize costs associated with exit (including restructuring) or
disposal activities at fair value when the related liability is incurred rather
than at the date of a commitment to an exit or disposal plan under current
practice. Costs covered by the standard include certain contract termination
costs, certain employee termination benefits and other costs to consolidate or
close facilities and relocate employees that are associated with an exit
activity or disposal of long-lived assets. The new requirements are effective
prospectively for exit or disposal activities initiated after December 31, 2002.
The Company adopted SFAS 146 on January 1, 2003. The adoption of SFAS 146 did
not have a material impact on the Company's financial position, results of
operations or cash flows.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure requirements for Guarantees, Including Indirect Guarantees of
Indebtredness of Others" (FIN 45). FIN 45 requires that upon issuance of a
guarantee, a guarantor must recognize a liability for the fair value of an
obligation assumed under a guarantee. FIN 45 also requires additional
disclusures by a guarantor in its interim and annual financial statements about
the obligations associated with guarantees issued. The recognition provisions of
FIN 45 are effective for any guarantees issued or modified after December 31,
2002. The disclosure requirements are effective for financial statements of
interim or annual periods ending after December 31, 2002. The Company adopted
FIN 45 on January 1, 2003. The adoption of FIN 45 did not have a material impact
on the Company's financial position, results of operations, or cash flows.

NOTE 5. RELATED PARTY TRANSACTION

In the first quarter of 2003, the Company purchased from the Company's
President, P. David Spurlin, its corporate headquarters. The purchase price,
$380,000, was determined pursuant to an appraisal by the lender which financied
the purchase to the Company. Upon closing, Mr. Spurlin loaned the entire amount
to the Company. The loan to Mr. Spurlin may be prepaid but matures on December
31, 2004 and bears interest, commencing April 1, 2003 at a rate equal to the
prime interest rate published in the Wall Street Journal at the beginning of
each calendar quarter. Interest accrues quarterly and is due at maturity.




                                       6
<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 the 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 2002 approximately 44% of our revenues are derived
from operations in Texas, 19% Florida, 11% Kentucky, 8% N. Carolina, 6%
international and the balance, 12%, derived from operations in other regions of
the United States. 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

                                       7

<PAGE>

"Acquired Businesses"). The transactions are 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 continue to
operate as separate subsidiaries under their same names before the transactions.

         In continuation of our 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. We are also opening
operations in California.

Factors affecting revenues

         Most of our revenues, 60% in fiscal 2002, 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.

         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, 2003 Compared to Three Months Ended March 31, 2002

         We incurred a loss of $93,504 in the first quarter of 2003 compared to
income of $375,921 in the first quarter of 2002. With general and administrative
expenses and interest expense essentially unchanged between the periods, the
loss is attributable to a 16% decline in revenues and an increase in cost of
sales as a percentage of revenues from 57% in the earlier quarter to 66% in the
2003 quarter. The construction services market has continued to remain soft,
which has created greater competition within existing construction service
companies. The decline in our revenues reflects the slowdown in the construction
market from our clients, which has also placed significant pricing pressures
from our competitors. The decrease in our gross margins is due to competitive
pricing pressures and greater than expected costs in completing a large number
of projects. Management believes the soft construction market in the wireless
industry is attributed to our clients' decreased capital investments in
infrastructure due to the current economic slowdown. The slowdown in the
construction market puts significant pressure on our start-up activities in
California and Tennessee.

Liquidity and Capital Resources

         Our operations are funded through internally generated funds,
borrowings for vehicles and a line of credit. Although our depreciation more
than offset our net loss, by approximately $100,000 when added to our net loss,
our cash flow from operating activities consumed approximately $700,000 in cash,
principally through the increase in receivables.

         We continue to invest in property and equipment, $430,915 in the first
quarter of 2003, mostly the normal replacement of existing equipment but also
some investing in equipment for new operations in California.

         With the operating needs of $700,000 and the investment in equipment
and the purchase of our headquarters from our president totaling $430,915, we
required approximately $1,131,000 in the first quarter of 2003. We maintain a
line of credit to manage fluctuations in cash flows. At March 31, 2003 the total
borrowing capacity under our line of credit was $2,550,000. At March 31, 2003,
the Company had borrowed $2,271,567 under the line of credit. In this quarter,
our borrowings under the line of credit increased by approximately $656,000 and
we borrowed $684,000 for the purchase of equipment and the purchase of our
headquarters, including the borrowing of $380,000 from our President. When
coupled with debt repayments, we increased our debt financing in the first
quarter of 2003 by approximately $1,050,000, with the net decrease of cash of
approximately $80,000.

         We believe that cash flows expected to be provided by operations and
availability of the line of credit 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. However, there is no
assurance that financing would be available when and if needed, or that it would
be available on suitable terms.

                                       8

<PAGE>

         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 require additional capital resources.

Item 3. CONTROLS AND PROCEDURES

         The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
Securities Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms, and that such information is accumulated and communicated to
the Company's management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. During the 90-day period prior to the date of this report, an
evaluation was performed under the supervision and with the participation of the
Company's management, including the Chief Executive Officer and the Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based upon that evaluation, the
Chief Executive Officer and the Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect these controls, and no corrective actions taken with
regard to significant deficiencies or material weaknesses in such controls,
subsequent to the date of our most recent evaluation of internal controls.




                                       9
<PAGE>



                           PART II - OTHER INFORMATION

None

                                       10
<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, 2003              By: /s/ P. David Spurlin
                                   ---------------------------------------
                                   P. David Spurlin,
                                   President

Dated: - May 14, 2003              By: /s/ D. Susan King
                                   ---------------------------------------
                                   D. Susan King
                                   Chief Financial Officer

                                       11
<PAGE>



                                  CERTIFICATION

I, P. David Spurlin, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Microwave
     Transmission Systems, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     (c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     (a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     (b) any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

     Date:  May 14, 2003

     /s/  P. David Spurlin
     ----------------------
     P. David Spurlin,
     President


                                       12
<PAGE>


                                  CERTIFICATION

I, D. Susan King, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Microwave
     Transmission Systems, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     (c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     (a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     (b) any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

     Date:  May 14, 2003



     /s/  D. Susan King
     ----------------------------------------------------------
      D. Susan King,
      Vice President

                                       13
<PAGE>


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

           Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing with the Securities and Exchange Commission of the
Annual Report of Microwave Transmission Systems, Inc. (the "Company"), on Form
10-QSB, as amended, for the period ending March 31, 2003 (the "Report"), I, P.
David Spurlin, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
             15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
             material respects, the financial condition and results of
             operations of the Company.

/s/ P. David Spurlin
---------------------------
P. David Spurlin, President

May 14, 2003


                                       14
<PAGE>


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

           Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing with the Securities and Exchange Commission of the
Annual Report of Microwave Transmission Systems, Inc. (the "Company"), on Form
10-QSB, as amended, for the period ending March 31, 2003 (the "Report"), I, D.
Susan King, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:

         (1) The Report fully complies with the requirements of Section 13(a) or
             15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
             material respects, the financial condition and results of
             operations of the Company.

/s/ D. Susan King
------------------------------------
D. Susan King, Chief Financial Officer

May 14, 2003






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