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, 2002

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

       For the transition period from __________________ to ______________

Commission file number: 000-30722

                       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 11, 2002: 11,828,880.




<PAGE>


Explanatory note

The originally filed quarterly report on Form 10-QSB of the Company for the
quarterly period ended September 30, 2002 incorrectly overstated inventory at
September 30, 2002, as $688,082 rather than $592,064, an overstatement of
$96,018. Accordingly, the Company's pretax profit for the three and nine months
ended September 30, 2002 was overstated by the same amount with net income for
each of the respective periods reduced by $58,091 (from $277,055 to $218,964)
and $58,091 (from $836,783 to $778,692).

Earnings per share for each of the periods, $0.02 and $0.07, was unchanged.

The following restatements recapitulates the disclosures originally filed to
reflect the restatement.

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements


                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

<TABLE>
<CAPTION>

                                                                              September 30,       December 31,
2002                        2001


(Unaudited)
Current assets
<S>                                                                          <C>                 <C>
    Cash and cash equivalents                                                $      8,458        $    404,388
    Marketable securities, available for sale                                       6,009              20,702
    Accounts receivable, trade, net of allowance for doubtful accounts
    of  -0- and $35,174 in 2002 and 2001 respectively.                          4,310,654           4,376,465
    Unbilled accounts receivable                                                  479,723             201,353
    Prepaid and other current assets                                               58,590              79,656
    Jobs in progress                                                              542,063             565,952
    Inventory                                                                     592,064             349,222
    Employee advances                                                              57,241              75,053
                                                                             ------------        ------------

              Total current assets                                              6,054,802           6,072,791

PROPERTY AND EQUIPMENT                                                          5,372,531           4,535,553
    Less accumulated depreciation                                              (1,615,154)         (1,043,805)
                                                                             -------------       -------------

              Total property and equipment                                      3,757,377           3,491,748

OTHER ASSETS
    Other assets                                                                    1,630              26,771
    Non-current notes receivable - related parties                                      -                 166
    Goodwill                                                                    5,082,183           5,082,183
                                                                             ------------        ------------
              Total other assets                                                5,083,813           5,109,120
                                                                             ------------        ------------

              Total assets                                                   $ 14,895,992        $ 14,673,659
                                                                             ============        ============
</TABLE>





                                       1
<PAGE>


                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (Continued)



                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                              September 30,       December 31,
                                                                                  2002                2001
                                                                             ------------        ------------
                                                                              (Unaudited)
Current liabilities
<S>                                                                          <C>               <C>
    Borrowings on line of credit                                             $          -      $      300,000
    Current portion of long-term debt                                             486,704             483,166
    Accounts payable                                                              344,687             766,090
    Accrued liabilities                                                           798,785             915,572
    Income taxes payable                                                          744,878             752,780
    Deferred tax liability                                                        533,872             732,438
                                                                             --------------      ------------

              Total current liabilities                                         2,908,926           3,950,046

    Long-term debt, less current portion                                        3,543,500           3,042,616
                                                                             ------------           ---------

    Total liabilities                                                           6,452,426           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)                                 (14,693)              1,430
    Retained earnings                                                           3,672,905           2,894,213
                                                                             ------------        ------------

              Total shareholders' equity                                        8,443,566           7,680,997
                                                                             ------------        ------------

              Total liabilities and shareholders' equity                     $ 14,895,992      $   14,673,659
                                                                             ============       =============
</TABLE>




                                       2
<PAGE>


                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>




                                        Three months ended September 30,        Nine months ended September 30,
                                                (Unaudited)                             (Unaudited)

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

<S>                                       <C>             <C>                   <C>                <C>
Net sales                                 $ 5,716,429     $ 4,515,097           $  15,225,273      $ 14,489,560
Cost of sales                               3,511,148       2,888,683               8,856,663         9,083,410

         Gross profit                       2,205,281       1,626,414               6,368,610         5,406,150

Operating expenses                          1,747,933       1,168,506               4,931,564         3,340,757
                                          -----------     -----------           -------------      ------------

         Operating income                     457,348         457,908               1,437,046         2,065,393

Merger costs                                        -          54,424                       -            54,424
Interest expense                               65,727          27,034                 151,395            52,055
                                          -----------     -----------           -------------      ------------

Income before taxes and minority
  interest                                    391,621         376,450               1,285,651         1,958,914

Provision for income taxes                    172,657         121,914                 506,959           678,227
                                          -----------     -----------           -------------      ------------

Income before minority interest               218,964         254,536                 778,692         1,280,687
                                          -----------     -----------           --------------     ------------

Minority interest                                   -         148,454                       -           344,085
                                          -----------     -----------           -------------      ------------

Net income                                $   218,964     $   106,082           $     778,692      $    936,602
                                          ===========     ===========           =============      ============
Net income per common share-basic         $       .02     $       .01           $         .07      $        .11
                                          ===========     ===========           =============      ============
    and diluted

Weighted average number of common
   shares outstanding

Basic                                      11,828,880       9,628,425              11,828,880         8,789,436
                                          ===========     ===========           =============      ============

Diluted                                    11,853,286       9,628,425              11,860,697         8,789,436
                                          ===========     ===========           =============      ============
</TABLE>

                                       3
<PAGE>


                      MICROWAVE TRANSMISSION SYSTEMS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                Nine months ended September 30,
                                                                                 2002                   2001
                                                                                 ----                   ----
                                                                              (Unaudited)            (Unaudited)

Cash flows from operating activities
<S>                                                                          <C>                 <C>
    Net income                                                               $    778,692        $   936,602
    Adjustments to reconcile net income to net cash provided
      by operating activities:
      Minority interest                                                                 -            344,085
      Depreciation and amortization                                               628,820            367,953
      Common stock issued as compensation                                               -              7,500
      Gain on disposal or sale of property and equipment                                -            (18,778)
Deferred income taxes                                                            (236,493)            (2,362)
      Gain on sale of marketable securities                                        (1,430)            (2,723)
      Changes in operating assets and liabilities:
        Accounts receivable - trade                                                65,811           (586,925)
        Inventory                                                                (242,842)           (71,233)
        Unbilled accounts receivables                                            (278,370)                 -
        Jobs in progress                                                           23,889           (200,237)
        Prepaid and other current assets                                           38,878              4,054
        Other assets                                                               22,297           (115,133)
        Accounts payable                                                         (421,403)            83,329
        Accrued liabilities                                                      (116,788)           155,841
        Income taxes payable                                                       30,025            169,675
                                                                             ------------        -----------

              Cash flows provided by operating activities                         291,086          1,071,648
                                                                             ============        ===========

Cash flows from investing activities
    Acquisition of businesses, net of cash acquired                                     -         (1,619,194)
    Purchases of property and equipment                                          (891,604)          (914,129)
    Proceeds from sale of property and equipment                                        -             53,800
    Issuance of notes receivable                                                        -             (7,558)
    Payments received on notes receivable-related parties                             166            271,453
                                                                             ------------        -----------

              Cash flows used in investing activities                            (891,438)        (2,215,628)
                                                                             ============        ===========

Cash flows from financing activities
    Payments on line of credit                                                   (300,000)                 -
    Net proceeds from line of credit                                                    -          1,036,332
    Net proceeds of long-term debt                                                504,422            872,363
    Distribution to controlling shareholder in business
      acquisitions                                                                      -           (894,975)
                                                                             ------------        -----------

              Cash flows provided by financing activities                         204,422          1,013,720
                                                                             ============        ===========

Net decrease in cash and cash equivalents                                        (395,930)          (130,260)

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

Cash and cash equivalents, end of period                                     $      8,458        $    20,602
                                                                             ============        ===========
</TABLE>



                                       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, 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

<TABLE>
<CAPTION>

                                                     Three months ended                   Three months ended
                                                        September 30,                       September 30,
                                                      2002              2001            2002            2001
                                                      ----              ----            ----            -----

<S>                                               <C>               <C>             <C>              <C>
Net income                                        $   218,964       $   106,082     $  778,692       $  936,602

Other comprehensive loss:
    Unrealized loss on marketable securities           (9,014)             (195)       (14,693)          (1,357)
                                                  -----------       -----------     ----------       ----------

Comprehensive income                              $   209,950       $   105,887     $  763,999       $  935,245
                                                  ===========       ===========     ==========       ==========
</TABLE>



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 diluted securities had been converted. A
reconciliation of the denominators of the basic and diluted net income per share
computations follows:
<TABLE>
<CAPTION>

                                                        Three months ended              Three months ended
                                                          September 30,                    September 30,
                                                      2002              2001            2002            2001
                                                      ----              ----            ----            ----

Weighted number of common shares
<S>                                                <C>                <C>           <C>               <C>
      outstanding                                  11,828,880         9,628,425     11,828,880        8,789,436
Effect of dilutive options                             24,406                 -         31,817                -
                                                   ----------         ---------     ----------        ---------

Weighted average number of common  shares
      Outstanding, assuming dilution               11,853,286         9,628,425     11,860,697        8,789,436
                                                   ==========         =========     ==========        =========
</TABLE>




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

                                       5

<PAGE>

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 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 interests.

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.

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 of the acquired businesses and include financial, advisory, legal
and accounting fees.

NOTE 5.  RECENT ACCOUNTING PRONOUNCEMENTS

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 completed a transitional fair value based impairment test of
goodwill as of June 30, 2002, and no impairment resulted.

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

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Accounting for Impairment or Disposal of Long-Lived Assets." SFAS No. 144
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets. This statement is effective for fiscal years beginning after
December 15, 2001. The Company does not believe that the implementation of this
standard will have a material effect on its consolidated financial statements.

In June 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146
addresses financial accounting and reporting for costs associated with exit or
disposal activities. This statement is effective for exit or disposal activities
initiated after December 31, 2002. The Company does not believe that the
implementation of this standard will have a material effect on its consolidated
financial statements.

                                       6
<PAGE>


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


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, 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. Ten percent of our revenues
are derived from the erection of microwave towers.

         In fiscal 2002 we continued to experience an increase in the
concentration of operations within certain geographical areas, which had a
positive effect on 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.

         We also experienced a reduction in revenues as a result of our
customers as a whole trying to reduce their capital expenditures and thus
bringing a majority of their purchasing in house. This created a substantial
revenue drop from the sales of material and equipment and we expect this trend
to continue in the near term. These material and equipment sales have been and
continue to be lower margin sales, but we have replaced this revenue with higher
margin construction sales.

         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 actively seek these
opportunities and such opportunities will require that any investment not
jeopardize operations or strategic expansion plans.

         On July 22, 2002, we were notified that one of our customers,
MCI/Worldcom, filed for Chapter 11 bankruptcy protection. We believe our
receivable at September 30, 2002 is fully collectable and MCI/Worldcom will
remain a very viable source of revenue for us in the near term and beyond.
MCI/Worldcom has paid all of its post-petition liabilities in a very timely
fashion and we expect this trend to continue as they strive to come out from
under their arduous debt load.


Three Months Ended September 30, 2002 Compared to Three Months Ended  September
30, 2001

         Our net earnings increased to $218,964 in the third quarter of 2002
compared to $106,082 the third quarter of 2001, an increase of approximately
106%. Our income before taxes and minority interest reflected a similar increase
with income before taxes of $391,621 in the 2002 period versus $376,450 in the
same period in fiscal 2001, a increase of 4%.

         Our revenues in the third quarter of 2002 increased 27% to $5,716,429
from $4,515,097. Most of this increase is a direct result of increased sales
from the newly formed companies. This allowed us to increase our gross margins
to 39% from 36% when compared to the same period in 2001. The dollar amount of
our actual gross profit for this period increased 36% to $2,205,281 from
$1,626,414.

         Operating expenses increased 50% between the two periods, largely
reflecting the costs of being in an expansion mode given the start up of new
operations. In addition, we had to write off uncollectible receivables in the
third quarter ending September 2002. Operating expense was $1,747,933 for
quarter ending September 30, 2002 versus $1,168,506 for the same period in 2001.
The increase is a necessary component of our overall plan to enlarge the
geographical area in which we provide services. This particular increase was
generated by the opening of two operations, Site Communications in Gallatin,
Tennessee and our welding and fabrication shop in Melissa, Texas. The initial
startup costs associated with these types of ventures has in the past put
pressure on our operating profits. We expect the costs associated with this type

                                       7

<PAGE>

of growth to continue to increase at a lower rate. We believe that in the long
term, the revenue generated by these new offices will offset the added operating
expense. We expect to open two additional offices by March 31, 2003. One new
office will be in Anaheim, California and the other near Pittsburg, Pa.

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September
30, 2001

         Our net earnings decreased 17% to $778,692 for the first nine months of
2002 from $936,602 for the same period in 2001. Our income before taxes and
minority interest decreased 3% to $1,285,651 in the first nine months of 2002
from $1,958,914 in the same period in fiscal 2001. Our revenues in the first
nine months of 2002 increased $735,713 to $15,225,273 from $14,489,560 for the
corresponding period in 2001. Sales of materials for the nine-month period
ending September 2002 was $1,003,611 versus $2,644,730 for the same period in
2001. This decrease is attributed to our larger customers deciding to order the
bulk of the installation materials direct from the manufacturer to decrease
their costs. We expect this trend to continue in the foreseeable future. Our
construction services revenue for the nine months increased 9% to $13,364,999
from $12,221,750 for the same period in 2001. This factor helped increase our
gross profit in the first nine months of 2002 to $6,368,610 from $5,406,150 for
the same period in 2001. This increased our gross profit margin in 2002 to 42%
versus 37% for the same period in 2001.

         Operating expenses increased 48% to $4,931,564 from $3,340,757 between
the nine months ending September 30,2002 and 2001, largely reflecting increased
general and administrative expenses of a larger organization and increased
insurance costs after September 11, 2001 as well as the start of new operations
in Nashville, Tennessee and Melissa, Texas. 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
nine months ended September 30, 2002, our operating expenses to net sales were
32% compared to 23% for the comparable period in 2001.


LIQUIDITY AND CAPITAL RESOURCES

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

         We maintain a line of credit to manage fluctuations in cash flows. At
September, 2002 the total borrowing capacity under our line of credit was
$2,550,000, based on the eligible accounts receivables as defined. The Company
had $2,033,254 and $1,603,254 outstanding under the line of credit as of
September 30, 2002, and December 31, 2001 respectively. 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 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.

         On September 25, 2002, Epic Communications, Inc., purchased a building
in Austin, Texas. The total cost was $291,039, of which $232,178 was financed
through Comerica Bank.

                                       8
<PAGE>


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
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.


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, summarizedand 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.



Part II-Other Information

Item 6.  Exhibits and Reports on Form 8-K

         (a)      None
         (b)      Reports on Form 8-K-none


                                       9
<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: - February 13, 2003            By: /s/ P. David Spurlin
                                      ---------------------------------------
                                      P. David Spurlin,
                                      President and Chief Executive Officer




                                      By: /s/D. Susan King
                                      ---------------------------------------
                                      D. Susan King,
                                      Controller andPrincipal Accounting Officer


                                       10
<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:  February 13, 2003

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


                                       11
<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:  February 13, 2003

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


                                       12
<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
Quarterly Report of Microwave Transmission Systems, Inc. (the "Company"), on
Form 10-QSB, as amended, for the period ending September, 30, 2002 (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

February 13, 2003


                                       13
<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
Quarterly Report of Microwave Transmission Systems, Inc. (the "Company"), on
Form 10-QSB, as amended, for the period ending September, 30, 2002 (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

February 13, 2003




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