<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarterly Period Ended                               Commission File Number:
      March 31, 2001                                                     0-31295


                           O2WIRELESS SOLUTIONS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



Georgia                                                               58-2467466
--------------------------------------------------------------------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

440 Interstate North Parkway, Atlanta, Georgia                             30339
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                  770-763-5620
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not applicable
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

         Yes [X]                                 No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

Common Stock, $.0001 par value per share                  27,937,737 shares
----------------------------------------              --------------------------
               Class                                  Outstanding at May 1, 2001

<PAGE>   2


                           O2WIRELESS SOLUTIONS, INC.
                                    FORM 10-Q
                                 MARCH 31, 2001
                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>

<S>                                                                                     <C>
                                                                                        PAGE
ITEM 1. FINANCIAL STATEMENTS
        Consolidated Balance Sheets (unaudited) as of December 31, 2000
               and March 31, 2001                                                         3
        Consolidated Statements of Operations (unaudited) for the Three
               Month Periods Ended March 31, 2000 and 2001                                5
        Consolidated Statements of Cash Flows (unaudited) for the Three
               Month Periods Ended March 31, 2000 and 2001                                7
        Notes to Consolidated Financial Statements (unaudited)                            9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS                                                            13

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                        19

PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                        20

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                 20
</TABLE>

SIGNATURES

EXHIBIT INDEX


                                       2
<PAGE>   3

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                   O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         December 31,         March 31,
                                                                                             2000                2001
                                                                                         ------------         ----------
<S>                                                                                      <C>                  <C>
ASSETS:
Current Assets:
     Cash and cash equivalents                                                            $   12,168          $   11,448
     Contract revenues receivable, net of allowance for doubtful accounts of
         $806 and $1,011 at December 31, 2000 and March 31, 2001,
         respectively                                                                         44,643              36,222
     Costs and estimated earnings in excess of billings on uncompleted contracts              14,137              14,249
     Inventories, net of obsolescence reserve of $321 at December 31, 2000
         and March 31, 2001                                                                    2,904               3,430
     Deferred income taxes                                                                       343                 343
     Note receivable                                                                           6,097               6,097
     Other current assets                                                                      1,024               1,626
     Net assets of discontinued operations                                                       861                 847
                                                                                          ----------          ----------
          Total Current Assets                                                                82,177              74,262

Property and equipment, net                                                                    4,282               4,248
Intangible assets, net                                                                        27,258              37,895
Deferred income taxes                                                                          2,277               2,277
Other assets                                                                                     236                 310
                                                                                          ----------          ----------
                                                                                          $  116,230          $  118,992
                                                                                          ==========          ==========
</TABLE>


                                       3
<PAGE>   4

<TABLE>
<S>                                                                                       <C>                 <C>
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
     Affiliate notes payable, current portion                                             $    2,126          $    2,205
     Current portion of other indebtedness                                                       176                 310
     Accrued earn-out                                                                          1,650               1,650
     Accounts payable                                                                         20,013              15,792
     Accrued expenses                                                                          9,377               8,788
     Billing in excess of costs and estimated earnings on uncompleted contracts                3,748               2,504
                                                                                          ----------          ----------
         Total Current Liabilities                                                            37,090              31,249

Affiliate notes payable, less current portion                                                  1,626               1,022
Other long-term indebtedness, less current portion                                             3,459              14,489
Other long-term liability                                                                        380                 580
                                                                                          ----------          ----------
         Total Liabilities                                                                    42,555              47,340
                                                                                          ----------          ----------

Redeemable preferred stock:
     Class A redeemable convertible preferred stock, $.01 par value; 100,000
         shares authorized, redeemable at $100 per share                                          --                  --
     Series C redeemable convertible preferred stock, no par value; 75,000
         shares authorized                                                                        --                  --
     Series D senior redeemable preferred stock, no par value; 100,000 shares
         authorized                                                                               --                  --
                                                                                          ----------          ----------

Stockholders' equity:
     Serial preferred stock, no par value, 10,000,000 shares authorized; no
         shares issued or outstanding                                                             --                  --
     Common stock, $.0001 par value; 100,000,000 shares authorized;
         27,242,021 and 27,937,737 shares issued and outstanding at
         December 31, 2000 and March 31, 2001, respectively                                        3                   3
     Additional paid-in capital                                                               96,571             101,976
     Deferred stock-based compensation                                                        (1,286)             (1,093)
     Accumulated other comprehensive loss                                                         --                (200)
     Accumulated deficit                                                                     (21,613)            (29,034)
                                                                                          ----------          ----------
         Total stockholders' equity                                                           73,675              71,652
                                                                                          ----------          ----------
                                                                                          $  116,230          $  118,992
                                                                                          ==========          ==========
</TABLE>

See accompanying notes to unaudited consolidated financial statements


                                       4
<PAGE>   5

                   O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         Three months        Three months
                                                                                            ended                ended
                                                                                           March 31,           March 31,
                                                                                             2000                2001
                                                                                         ------------        ------------
<S>                                                                                      <C>                 <C>
Revenues                                                                                  $   26,224          $   30,384
Operating expenses:
     Cost of revenues                                                                         18,465              23,703
     Selling, general, and administrative expenses                                             4,594              10,061
     Restructuring charge                                                                         --               1,100
     Depreciation and amortization                                                               880               1,970
                                                                                          ----------          ----------
         Operating income (loss)                                                               2,285              (6,450)

Other income (expense):
     Interest income                                                                              32                 235
     Interest expense                                                                         (1,125)               (422)
     Increase in fair value of put warrants                                                  (13,681)                 --
     Other                                                                                         2                  --
                                                                                          ----------          ----------
Loss from continuing operations before taxes                                                 (12,487)             (6,637)

Income tax expense                                                                               519                   0
                                                                                          ----------          ----------

Loss from continuing operations                                                              (13,006)             (6,637)

Discontinued operations:
     Loss from discontinued operations net of tax                                                (42)               (196)
     Loss on disposal of discontinued operations net of tax                                       --                (588)
                                                                                          ----------          ----------
Net loss                                                                                     (13,048)             (7,421)
Preferred stock dividends and accretion                                                         (466)                 --
                                                                                          ----------          ----------
Net loss to common stockholders                                                           $  (13,514)         $   (7,421)
                                                                                          ==========          ==========
</TABLE>


                                       5
<PAGE>   6

<TABLE>
<S>                                                                                       <C>                 <C>
Earnings per share data:

   Loss per common share:
     Continuing operations:
       Basic and diluted                                                                  $        (1.87)     $        (0.24)
                                                                                          ==============      ==============

     Discontinued operations:
       Basic and diluted                                                                  $        (0.01)     $        (0.03)
                                                                                          ==============      ==============

     Net loss per common share:
       Basic and diluted                                                                  $        (1.88)     $        (0.27)
                                                                                          ==============      ==============


   Weighted-average common shares outstanding:
     Basic                                                                                     7,189,230          27,746,888
     Diluted                                                                                   7,189,230          27,746,888
</TABLE>

See accompanying notes to unaudited consolidated financial statements


                                       6
<PAGE>   7

                   O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         Three months        Three months
                                                                                             ended               ended
                                                                                           March 31,           March 31,
                                                                                             2000                2001
                                                                                         ------------        ------------
<S>                                                                                      <C>                 <C>
Cash flows from operating activities:
     Net loss from continuing operations                                                  $  (13,006)         $   (6,637)
     Adjustments to reconcile net loss to net cash
       (used in) provided by operating activities:
       Depreciation and amortization                                                             880               1,970
       Accretion of loan discount                                                                160                  --
       Amortization of deferred stock-based compensation                                          --                 193
       Increase in fair value of common stock put warrants                                    13,681                  --
       Deferred income tax benefit                                                               152                  --
       Changes in operating assets and liabilities:
         Contract revenues receivable                                                         (3,586)             10,615
         Costs and estimated earnings in excess of billings
              on uncompleted contracts                                                        (1,942)               (100)
         Inventories                                                                              73                (526)
         Other current assets                                                                   (342)               (477)
         Other assets                                                                            (13)                (61)
         Accounts payable                                                                       (587)             (4,464)
         Accrued expenses                                                                        580               1,362
         Billings in excess of cost and estimated earnings
              on uncompleted contracts                                                          (255)             (1,244)
                                                                                          ----------          ----------
         Net cash (used in) provided by continuing operating activities                       (4,205)                631
                                                                                          ----------          ----------

Discontinued operations:
       Loss from discontinued operations                                                         (42)               (196)
       Estimated loss on disposal of discontinued operations                                      --                (588)
       Adjustment to reconcile loss from discontinued operations to net
         cash used in discontinued operating activities                                           12                  14
                                                                                          ----------          ----------
              Net cash used in discontinued operating activities                                 (30)               (770)
                                                                                          ----------          ----------
              Net cash used in operating activities                                           (4,235)               (139)
                                                                                          ----------          ----------
       Cash flows used in investing activities:
       Purchase of property and equipment                                                       (292)               (290)
       Cash paid for acquisitions, net                                                           (95)            (10,944)
                                                                                          ----------          ----------
</TABLE>


                                       7
<PAGE>   8

<TABLE>
<S>                                                                                       <C>                 <C>
       Net cash used in investing activities                                                    (387)            (11,234)
                                                                                          ----------          ----------
Cash flows from financing activities:
   Restricted cash held in escrow                                                              1,616                  --
   Preferred stock dividends                                                                      (1)                 --
   Exercise of stock options and warrants                                                         --                  14
   Repayment of various notes payable                                                         (1,296)               (525)
   Proceeds from borrowing under credit facility                                               5,421              11,164
                                                                                          ----------          ----------
       Net cash provided by financing activities                                               5,740              10,653
                                                                                          ----------          ----------
Net increase (decrease) in cash and cash equivalents                                           1,118                (720)

Cash and cash equivalents at beginning of period                                                 893              12,168
                                                                                          ----------          ----------
Cash and cash equivalents at end of period                                                $    2,011          $   11,448
                                                                                          ==========          ==========

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                                               $    1,051          $      375
                                                                                          ==========          ==========
</TABLE>

See accompanying notes to unaudited consolidated financial statements


                                       8
<PAGE>   9

                            O2WIRELESS SOLUTIONS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

A) ORGANIZATION AND BASIS OF PRESENTATION

         o2wireless Solutions, Inc. and subsidiaries (formerly Clear Holdings,
Inc. and subsidiaries) - (the "Company") is headquartered in Atlanta, Georgia.
The Company provides comprehensive integrated network solutions to all sectors
of the global wireless telecommunications industry. This comprehensive
end-to-end solution enables the Company to address the current and emerging
network infrastructure requirements of their customers. These solutions enable
its customers to plan, design, deploy and maintain their wireless networks. The
Company also offers business planning and consulting services to wireless
telecommunications industry participants.

         The accompanying consolidated financial statements as of March 31,
2001, and for the three month periods ended March 31, 2000 and 2001 are
unaudited and have been prepared by management. In the opinion of management,
these unaudited consolidated financial statements include all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
the financial condition and results of operations for the interim periods
presented. The consolidated balance sheet data for December 31, 2000 was derived
from audited financial statements, but does not include all disclosures required
by generally accepted accounting principles. Interim operating results are not
necessarily indicative of operating results for the entire year. The financial
information presented herein should be read in conjunction with the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 which includes
information and disclosures not included herein. All significant inter-company
accounts or balances have been eliminated upon consolidation. Certain
reclassifications of prior year amounts have been made to conform with the
current year presentation.

         The telecommunications market is characterized by significant risks as
a result of changes in technology, continued growth and outsourcing of
telecommunications networks, consolidation of equipment vendors and other
significant factors. The Company's ability to manage future expansion, manage
personnel levels and third-party subcontractors is critical to achieving
profitability. Changes in technology, economic conditions or the loss of one or
more of the Company's key customers, among other factors, could have a material
adverse effect on the Company's financial position and results of operations.

B) USE OF ESTIMATES

         Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and the
disclosure of contingent assets and liabilities as of


                                       9
<PAGE>   10

the balance sheet date and revenues and expenses during the reporting period to
prepare these financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those estimates.

C) DERIVATIVE FINANCIAL INSTRUMENTS

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133"). This statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments, embedded in other contracts, and for hedging activities.
Effective January 1, 2001, the Company adopted SFAS No. 133 which requires that
all derivatives be recognized on the balance sheet at their fair value.

         The Company engages in activities that expose it to various market
risks, including the effects of a change in interest rates. This financial
exposure is managed as an integral part of the Company's risk management
program, which seeks to reduce the potentially adverse effect that the
volatility for the markets may have on operating results. The Company does not
use derivative financial instruments for trading purposes. The Company currently
maintains an interest rate swap, to minimize significant, unanticipated earnings
fluctuations caused by volatility in interest rates. The Company assesses, both
at inception and on an ongoing basis, whether the interest rate swap is highly
effective in offsetting changes in cash flows of the hedged items.

         The Company has entered into an interest rate swap agreement with its
senior lender in accordance with its loan agreement, which has been classified
as a cash flow hedge. The interest rate swap agreement allows the Company to
swap interest rate payments from a floating rate of LIBOR to a fixed interest
payment of 7.25% on a notional principal of $12.5 million and will be in effect
until January 2003. Changes in the fair value of the interest rate swap
agreement are recognized in other comprehensive income until such point that the
interest rate swap no longer qualifies for hedge accounting, at which point, the
gain (loss) reported in other comprehensive income will be reclassified into
earnings. The fair value of the swap agreement was ($380,000) and ($580,000) at
December 31, 2000 and March 31, 2001, respectively. Accordingly, an unrealized
loss on derivative instruments of $200,000 was recorded in other comprehensive
income for the three month period ended March 31, 2001.


                                       10
<PAGE>   11

D) COMPREHENSIVE INCOME (LOSS) (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                               Three Months Ended
                                                                                          ----------------------------
                                                                                          March 31,          March 31,
                                                                                            2001               2000
                                                                                          ---------          ---------
<S>                                                                                       <C>                <C>
Net loss                                                                                  $ (7,421)            (13,514)
Other Comprehensive loss:
  Unrealized loss on derivative instruments,
      net of tax                                                                              (200)                 --
                                                                                          --------            --------

Comprehensive income (loss)                                                               $ (7,621)            (13,514)
                                                                                          ========            ========
</TABLE>

2) RESTRUCTURING

         During the first quarter of 2001, we initiated a restructuring plan
that will allow us to streamline our operations and reduce our cost structure.
As part of the restructuring plan, which consists primarily of a workforce
reduction, closure of certain offices and the consolidation of certain
facilities, we expect to incur restructuring charges totaling approximately $1.1
million. During the first quarter of 2001, we paid approximately $125,000 in
costs related to this restructuring.

         Workforce reduction has been the main focus of our restructuring. Our
employee headcount has declined from 770 employees at December 31, 2000 to 618
employees at March 31, 2001. Excluding the addition of 53 employees hired in
connection with the acquisition of Young & Associates, Inc., in January 2001,
this represents a reduction of 205 employees or approximately 25% of our
workforce. The reductions have taken place in all sectors of our operations and
at all levels of staff including management, with the goal of maintaining our
percentage of billable employees. We have charged approximately $124,000 to
expense for severance and other termination benefits related to this workforce
reduction. The majority of these benefits were paid during the three months
ended March 31, 2001.

         In addition we have closed or are in the process of closing several of
our regional offices including our offices in Scottsdale, AZ, Memphis, TN,
Dallas TX, and Greenville, SC. Costs related to remaining office and equipment
leases for these offices are included in our restructuring charge.

3) DISCONTINUED OPERATIONS

         In March 2001, the Company agreed to sell substantially all of the
assets of Specialty Drilling, Inc, a company which was acquired in November
1999. Specialty Drilling, Inc. was acquired as part of the acquisition of the
TWR Group (TWR). The sale of Specialty Drilling, Inc. was completed on April 12,
2001. Pursuant to the Asset Purchase Agreement, substantially all of the assets
of Specialty Drilling, Inc. were sold for a purchase price of approximately
$640,000. In addition, the purchaser assumed responsibility for accounts payable
at the date of sale.


                                       11
<PAGE>   12

         Revenues from Specialty Drilling, Inc. were approximately $170,000 and
$288,000 for the three months periods ended March 31, 2001 and March 31, 2000,
respectively. Net loss was approximately $196,000 and $42,000 for the three
months periods ended March 31, 2001 and March 31, 2000, respectively.

         The components of net assets of discontinued operations included in the
Consolidated Balance Sheet at March 31, 2001 were as follows (in thousands):

<TABLE>
                  <S>                                                                    <C>
                  Cash                                                                   $     9
                  Receivables, net                                                           159
                  Retainage receivable                                                        27
                  Prepaid expenses                                                             3
                  Property and equipment, net                                                669
                  Accounts Payable                                                           (20)
                                                                                         -------
                                                                                         $   847
                                                                                         -------
</TABLE>

4) ACQUISITION

         On January 2, 2001, the Company acquired all of the issued and
outstanding common stock of Young & Associates, Inc., for a purchase price of
approximately $9.7 million in cash and 314,044 shares of the Company's common
stock. The acquisition has been accounted for under the purchase method. In
addition, the Company issued 184,502 shares of o2wireless common stock and paid
approximately $1.4 million to certain former employees of Young & Associates,
Inc. in satisfaction of its obligations under a bonus plan that was assumed by
the Company in connection with the acquisition of Young & Associates, Inc.

5) SEGMENT AND CUSTOMER INFORMATION

         The Company operates and manages its business as a single segment. The
Company provides comprehensive integrated network solutions to service providers
in the wireless telecommunications industry. The following is a summary of
revenues by geographic area (in thousands):

<TABLE>
<CAPTION>
                            Three months     Three months
                                ended            ended
                              March 31,        March 31,
                                2000              2001
                            ------------     ------------
        <S>                 <C>              <C>
        U.S                   $ 25,993         $ 28,639
        Foreign                    231            1,745
                              --------         --------
        Consolidated          $ 26,224         $ 30,384
                              --------         --------
</TABLE>


                                       12
<PAGE>   13

         On February 9, 2001, o2wireless obtained a Promissory Note from South
Carolina Phone, LLC in the principal amount of approximately $6.1 million, to
cover payment for goods and services provided by o2wireless to South Carolina
Phone, LLC during 2000. Interest is payable on the Note from January 1, 2001
until paid, at an annual rate of 9.5%. The principal sum of the Note, and all
accrued but unpaid interest on the note is due and payable on November 6, 2001,
270 days after the date of issuance of the Note, or earlier subject to certain
conditions. The above amount of approximately $6.1 million was included as a
Note Receivable on our balance sheet at March 31, 2001 and at December 31, 2000.

6) LEGAL MATTERS

         In the normal course of business, the Company is subject to certain
administrative proceedings and litigation. The following is a summary of two
proceedings currently pending.

         On November 20, 1997, the Company agreed to issue warrants to purchase
298,562 shares of the Company's common stock to a corporation in consideration
for services rendered in connection with the issuance of the Company's Class A
Preferred Stock. Each warrant enables the holder to purchase one share of common
stock for $1.81. The warrants expire five years from the issuance date. The
estimated value of the warrants was $20,652 and was included in the issuance
costs of the Class A Preferred Stock. As of March 31, 2001, the Company believes
it has fulfilled its obligation to the aforementioned corporation and does not
expect to issue these warrants. The corporation is disputing this position and
the Company expects this matter will be resolved through arbitration.

         On November 7, 2000, a suit was filed against the Company and two
officers of the Company, asserting that the defendants engaged in a conspiracy
to pursue frivolous litigation against the plaintiff, to threaten further
litigation and to interfere with the business relations of the plaintiff. The
Complaint was later amended to reflect that the plaintiff had lost by jury
verdict the litigation and to seek a declaratory judgement that claims by the
Company and its executives to be reimbursed for legal fees expended in
connection with that suit are without merit.

         In management's opinion, the outcome of the foregoing proceedings will
not materially affect the financial position and results of operations of the
Company.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements regarding our expected financial position
and operating results, our business strategy and our financing plans are
forward-looking statements. These statements can sometimes be


                                       13
<PAGE>   14

identified by our use of forward-looking words such as "may," "will,"
"anticipate," "estimate," "expect," or "intend." Known and unknown risks,
uncertainties and other factors could cause our actual results to differ
materially from those contemplated by these statements. Such risks and
uncertainties include, but are not limited to, general economic conditions,
competition in the wireless services industry, demand for outsourced wireless
network services, the Company's ability to manage its growth effectively, the
Company's ability to implement its acquisition strategy, fluctuations in
quarterly operating results and other uncertainties detailed from time to time
in the Company's Securities and Exchange Commission filings.

         Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. We are under no obligation to
update any of the forward-looking statements after the filing of this Form 10-Q
to conform such statements to actual results or to changes in our expectations.

         The following discussion should be read in conjunction with our
financial statements and the related notes and other financial information
appearing elsewhere in this Form 10-Q and the information contained in our
Annual Report on Form 10-K for the year ended December 31, 2000.

OVERVIEW

         We provide a full range of network services to all sectors of the
global wireless telecommunications industry. Our services range from business
planning and design through deployment and maintenance services for
telecommunications networks.

         We have built our business through both internal growth and
acquisitions. Over the past few years, we acquired certain strategically
positioned companies in order to create an integrated telecommunications
services company with depth and expertise in wireless and wireline technologies
and a broad geographical presence. With this in mind, in January 2001, we
acquired Young and Associates, Inc. to expand our capabilities in site
development and consulting services. All of our acquisitions have been accounted
for under the purchase method of accounting. Aggregate goodwill for all of our
acquisitions since 1997 is approximately $44.0 million which is generally being
amortized on a straight-line basis over 5-10 years, the expected period of
benefit.

         We generally offer our network planning, design and deployment services
on either a fixed-price or a time-and-materials basis, with scheduled deadlines
for completion times, that is, on a time-certain basis. We recognize revenues
for our fixed-price contracts using the percentage-of-completion method. Under
the percentage-of-completion method, in each period we recognize expenses as
they are incurred, and we recognize revenues based on a comparison of the
current costs incurred for the project to the then estimated total costs of the
project. Accordingly, the revenues we recognize in a given quarter depend on the
costs we have incurred for individual projects and our then current estimate of
the total remaining costs to complete individual projects. These estimates are
reviewed on a contract-by-contract basis, and are revised periodically
throughout the life of the contract such that adjustments to the results of
operations


                                       14
<PAGE>   15

relating to these revisions are reflected in the period of revision. Our
estimated costs for a project are based on many factors. Accordingly, the final
project costs may vary from the original estimate. Certain project costs can
vary significantly from original estimates, which may lead to significant
fluctuations in actual gross margin as compared to projected margins. As a
result, gross margins in future periods may be significantly reduced, and in
some cases a loss may be required to be recognized. Provisions for estimated
losses on uncompleted contracts are made in the period in which such losses are
determined. For the three months ended March 31, 2001, revenues from our
fixed-price contracts accounted for approximately 57% of our total revenues. Our
contracts are typically structured with milestone events that dictate the timing
of payments to us from our customers. Accordingly, there may be a significant
delay between the date we record revenues and the date we receive payment from
our customers. During our planning process, we divide projects into
deliverables, which enables us to better understand the costs associated with
each of the components and minimize the risks of exceeding our initial
estimates.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001

         CONTINUING OPERATIONS

         REVENUES. Our revenues increased 16%, or $4.2 million, from $26.2
million for the three months ended March 31, 2000 to $30.4 million for the three
months ended March 31, 2001. All of this increase is attributable to our
acquisitions of Communications Consulting Services, Inc. in June 2000, HAF
Limited in December 2000, and Young and Associates, Inc., in January 2001, which
combined to increase revenue by $4.3 million. Revenues from existing business
was virtually unchanged, declining by approximately $130,000. This reflects the
growth in revenues experienced in the second half of 2000 being offset by
reduced or delayed capital expenditures by some of our customers, particularly
equipment manufacturers, in the first quarter of 2001, which may continue in
future quarters of 2001.

         COST OF REVENUES. Our cost of revenues includes direct materials,
compensation and benefits, living and travel expenses, payments to third-party
sub-contractors and other direct project-related expenses and allocations of
indirect overhead. As of March 31, 2001, we had 526 employees working on
contracted projects compared to 493 as of March 31, 2000. Our cost of revenues
excludes down-time for direct compensation and benefits, training and other
indirect overhead and related costs, all of which are included in selling,
general and administrative expenses. Our cost of revenues increased 28% from
$18.5 million for the three months ended March 31, 2000 to $23.7 million for the
three months ended March 31, 2001, due to increased staffing and other costs to
support the growth in our business coupled with an increase in the overall
number of contracts due to acquisitions. Gross margin was 22% of revenues for
the three months ended March 31, 2001, compared to 30% for the three months
ended March 31, 2000. Gross margin for the three months ended March 31, 2001
decreased primarily due to a shift in the mix of services to lower margin
services.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses include compensation and benefits, facilities expenses
and other expenses not related directly to projects. Selling, general, and
administrative expenses increased 119% from $4.6


                                       15
<PAGE>   16

million for the three months ended March 31, 2000 to $10.1 million for the three
months ended March 31, 2001. The increase was attributable in large part to
reduced utilization of our employees due to delays and reductions in contracts
obtained from our customers, in addition to increased costs due to acquisitions
and the higher costs associated with being a public company. The Company has
realigned its business units and streamlined its cost structure to bring
capacity more in line with reduced revenues. Selling general and administrative
expenses are expected to be higher in absolute dollars in 2001 than they were in
2000.

         RESTRUCTURING CHARGE. During the first quarter of 2001, the Company
implemented a restructuring plan that resulted in a total first quarter charge
of $1.1 million. As of March 31, 2001, approximately $125,000 of these costs had
been paid. As a result of the restructuring, total full time employees were
reduced by approximately 25% from 823, including 53 employees hired in
connection with the acquisition of Young and Associates, Inc. in January 2001,
to 618 employees at March 31, 2001. In addition, we closed several regional
offices to further streamline our cost structure.

         DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses
include depreciation on our furniture, fixtures and equipment and amortization
of goodwill related to our acquisitions. Depreciation and amortization expenses
increased 124% from $880,000 for the three months ended March 31, 2000 to $2.0
million for the three months ended March 31, 2001. This significant increase
reflects the amortization of goodwill associated with the acquisitions of
Communication Consulting Services, Inc., Wireless Sites Development, Inc.,
Cardinal Engineering Corporation, HAF Limited and Young and Associates, Inc.
along with the increase in capitalized assets to support the growth of our
business.

         INTEREST EXPENSE. Interest expense is primarily related to interest on
notes payable to related parties and our credit facility. Interest expense
decreased 62% from $1.1 million for the three months ended March 31, 2000 to
$422,000 for the three months ended March 31, 2001. The lower expense in 2001
represents reduced use of our line of credit.

         OTHER INCOME (EXPENSE). For the three months ended March 31, 2001,
other income was $235,000 as compared to other expense of approximately $13.6
million for the three months ended March 31, 2000. This expense for the three
months ended March 31, 2000, was primarily attributable to an increase in the
fair value of put warrants. The put provision of the common stock put warrants
expired upon completion of the Company's initial public offering.

         INCOME TAX EXPENSE. No income tax expense was recorded for the three
months ended March 31, 2001, compared to an expense of $519,000 for the three
months ended March 31, 2000.

         NET LOSS. Net loss from continuing operations for the three months
ended March 31, 2001 was $6.6 million, as compared to net loss of $13.0 million
for the three months ended March 31, 2000. The net loss for the three months
ended March 31, 2001 is attributable to the lower utilization of employees
arising from the reduction or delay of projects by some of our customers in
addition to a change in the mix of services to lower margin services. The net
loss


                                       16
<PAGE>   17

for the three months ended March 31, 2000 is primarily attributable to an
increase in the fair value of put warrants.

         DISCONTINUED OPERATIONS

         In April 2001, the Company sold substantially all of the assets of the
former Specialty Drilling, Inc, a company acquired in November 1999. Loss from
discontinued operations was $784,000 for the quarter ended March 31, 2001 as
compared to a loss of $42,000 for the quarter ended March 31, 2000. The loss for
the three months ended March 31, 2001 included a loss from discontinued
operations of $196,000 and an estimated loss on disposal of $588,000, compared
to a loss from discontinued operations of $42,000 for the three months ended
March 31, 2000. Revenues for the three months ended March 31, 2001 for
discontinued operations were $170,000 as compared to revenues of $288,000 for
the three months ended March 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 2001, we had available cash of approximately $11.4
million. Since our inception, we have primarily financed our operations through
commercial bank borrowings, the issuance of subordinated notes, and the sale of
preferred and common stock. Cash provided by and used in operations is primarily
derived from our contracts in process and changes in working capital. Cash
provided by the Company's continuing operations was approximately $631,000 for
the three months ended March 31, 2001. Cash used in the Company's discontinued
operations was $770,000 for the three months ended March 31, 2001.

         Cash used in investing activities was approximately $11.2 million for
the three months ended March 31, 2001. Investing activities consist primarily of
acquisitions, as well as capital expenditures to support our operations.

         Cash provided by financing activities for the three months ended March
31, 2001 was approximately $10.7 million. This consisted primarily of $11.1
million borrowed under our revolving credit agreement, offset by repayment of
various notes payable of approximately $503,000.

         In September 2000, we amended our syndicated credit agreement with
Wachovia Bank, N.A. as agent to retain the amount available under the facility
of $35 million and convert the entire facility to a revolving credit facility.
The credit facility is due November 1, 2004, and bears interest based on LIBOR
plus a margin of up to 2.25%. The line of credit is secured by substantially all
of our business assets, is guaranteed by our subsidiaries and is senior to
approximately $4.3 million of subordinated indebtedness. The maximum amount that
may be borrowed under the revolving credit facility is limited to a multiple of
trailing earnings before income taxes, depreciation and amortization (EBITDA).
Accordingly, our ability to borrow under this facility is contingent upon
EBITDA. If our trailing EBITDA becomes negative we would not be allowed to have
any balance under the credit facility. The terms of the credit agreement include
many covenants and restrictions including but not limited to those discussed
herein. Certain of the terms require maintenance of specified levels of
profitability and debt-to-


                                       17
<PAGE>   18

net worth and current ratios. Under the terms of the credit agreement, we are
required to provide the lenders with periodic budgets, financial statements and
public reports and filings. Additionally, the covenants limit our ability to
sell our assets outside the ordinary course of business, merge with or acquire
other businesses. The covenants also limit capital expenditures and prohibit us
from paying dividends on our common stock or incurring additional indebtedness.
If we continue to experience operating losses for much of the remainder of the
year, we could be in violation of the covenants in our credit facility in the
future. As of March 31, 2001 and as of the date of filing this report, we
believe we are in compliance with all outstanding financial and operational
covenants. As of March 31, 2001, we had $14.1 million in outstanding borrowings
under the credit facility.

         Our contract revenues receivable have decreased significantly in
absolute dollars from $44.6 million at December 31, 2000 to $36.2 million at
March 31, 2001. This reflects a concerted effort to reduce the balance
outstanding. However, despite the reduction in absolute dollars, our days sales
outstanding (DSO's), increased from 88 days at December 31, 2000 to 107 days,
reflecting our decline in revenues along with a move within our industry for
slower payments. Our costs and estimated earnings in excess of billings on
uncompleted contracts increased from $14.1 million to $14.2 million. This
represented an increase from 28 days to 42 days.

         On February 9, 2001, o2wireless obtained a Promissory Note from South
Carolina Phone, LLC for the sum of approximately $6.1 million, to cover payment
for goods and services provided by o2wireless to South Carolina Phone, LLC
during 2000. Interest is payable on the Note from January 1, 2001 until paid, at
an annual rate of 9.5%. The principal sum of the Note, and all accrued but
unpaid interest on the note is due and payable on November 6, 2001, 270 days
after the date of issuance of the Note, or earlier subject to certain
conditions. The above amount of approximately $6.1 million was included as Note
Receivable on our balance sheet at March 31, 2001.

         The Company continually assesses the recoverability of its intangible
goodwill assets by determining whether the amortization of the goodwill balance
over its remaining life can be recovered through undiscounted future operating
cash flows of the acquired operations. The amount of goodwill impairment, if
any, is measured based on projected discounted future operating cash flows using
a discount rate reflecting the Company's average costs of funds. The assessment
of the recoverability of previously recorded goodwill will be impacted if
estimated future operating cash flows are not achieved.

         We believe that our cash equivalent balances and funds available under
our existing line of credit will be sufficient to satisfy our cash requirements
for at least the next 12 months. The estimates for the periods for which we
expect our available cash balances and credit facility to be sufficient to meet
our capital requirements are forward-looking statements that involve risks and
uncertainties detailed in this report and as set forth under the caption "Risk
Factors" in Item 1 of our Annual Report on Form 10-K for the year ended December
31, 2000. Our capital requirements will depend on numerous factors, including
demand for our suite of services, commercial acceptance of new service
offerings, possible acquisitions of complementary


                                       18
<PAGE>   19

businesses or technologies and the resources we dedicate to new technologies and
new markets.

         We may need to raise additional capital to develop new technologies
and/or services, to respond to competitive pressures or to acquire complementary
businesses or technologies. If additional funds are raised through the issuance
of equity or convertible debt securities, the percentage ownership of our
shareholders will be reduced, our shareholders may experience additional
dilution and such securities may have rights, preferences or privileges senior
to those of our shareholders. There can be no assurance that additional
financing will be available or on terms favorable to us. If adequate funds are
not available or are not available on acceptable terms, our business may be
harmed.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company engages in activities that expose it to various market
risks, including the effects of a change in interest rates. This financial
exposure is managed as an integral part of the Company's risk management
program, which seeks to reduce the potentially adverse effect that the
volatility for the markets may have on operating results. The Company does not
use derivative financial instruments for trading purposes. The Company currently
maintains an interest rate swap, to minimize significant, unanticipated earnings
fluctuations caused by volatility in interest rates. The Company assesses, both
at inception and on an ongoing basis, whether the interest rate swap is highly
effective in offsetting changes in cash flows of the hedged items.

         At March 31, 2001 we had notes payable to affiliated parties of
approximately $3.2 million with interest payable at a rate equal to 9.5% per
annum, which rate shall be adjusted on July 31 and December 31 of each year the
Notes remain outstanding to a rate equal to the most recently announced by
Citibank, N.A., in the Wall Street Journal as its prime rate of interest.

         Our revolving credit facility bears interest at LIBOR plus a margin of
up to 2.25%. Accordingly, changes in LIBOR, which is affected by changes in
interest rates in general, will affect the interest rate on our revolving credit
facility.

         We temporarily invest our excess cash in money market funds. Changes in
interest rates would not significantly affect the fair value of these cash
investments.


                                       19
<PAGE>   20

                          PART II. - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(a)      None.

(b)      None.

(C)      SALES OF UNREGISTERED SECURITIES.

         On January 2, 2001, the Company issued 314,044 shares of its common
stock to Jeffrey D. Young as sole shareholder of Young & Associates, Inc. in
exchange for all of the outstanding shares of capital stock of Young &
Associates, Inc. In addition, the Company issued 184,502 shares of o2wireless
common stock to certain former employees of Young & Associates, Inc. in
satisfaction of its obligations under a bonus plan that was assumed by the
Company in connection with the acquisition of Young & Associates, Inc.

         The issuances of securities described above were made in reliance on
the exemption from registration provided by Section 4(2) of the Securities Act
of 1933, as amended, as transactions by an issuer not involving a public
offering, and/or Rule 506 promulgated thereunder. All of the securities were
acquired by the recipients thereof for investment and with no view toward the
resale or distribution thereof. The purchasers have a pre-existing relationship
with the Company and the offer and sale were made without any public
solicitation. No underwriter was involved in the transaction and no commissions
were paid.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS

         10.5     Employment Agreement dated December 27, 2000 between
                  o2wireless Solutions, Inc and Michael W. Riley.

         10.6     Employment Agreement dated December 4, 2000 between o2wireless
                  Solutions, Inc and William J. Loughman

         10.7     Employment Agreement dated June 15, 2000 between Communication
                  Consulting Service, Inc., o2wireless, Inc. (formerly Clear
                  Communications Group, Inc.) and John J. Meyer

(B)      REPORTS ON FORM 8-K

         The Company filed a Report on Form 8-K on January 17, 2001 to report
the acquisition of all of the outstanding capital stock of Young & Associates,
Inc. On March 19, 2001, the Company filed an amendment to the Report on From 8-K
to include audited financial statements of Young & Associates, Inc. and certain
pro forma financial information relating to the acquisition of Young &
Associates, Inc.


                                       20
<PAGE>   21

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                O2WIRELESS SOLUTIONS, INC.


Date: May 9, 2001              By: /s/ Stephen F. Johnston, Sr.
                                   ------------------------------------
                                   Stephen F. Johnston, Sr.
                                   Chairman and Chief Executive Officer
                                   (principal executive officer)



Date: May 9, 2001              By: /s/ William J. Loughman
                                   --------------------------------------------
                                   William J. Loughman
                                   Executive Vice President, Chief Financial
                                   Officer, Secretary and Treasurer
                                   (principal financial and accounting officer)


                                       21
<PAGE>   22
                                 EXHIBIT INDEX



         10.5     Employment Agreement dated December 27, 2000 between
                  o2wireless Solutions, Inc and Michael W. Riley.

         10.6     Employment Agreement dated December 4, 2000 between o2wireless
                  Solutions, Inc and William J. Loughman

         10.7     Employment Agreement dated June 15, 2000 between Communication
                  Consulting Service, Inc., o2wireless, Inc. (formerly Clear
                  Communications Group, Inc.) and John J. Meyer