<PAGE>

                       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:
         September 30, 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:

<TABLE>
<CAPTION>
<S>                                             <C>
Common Stock, $.0001 par value per share                27,937,737 shares
----------------------------------------        -------------------------------
                Class                           Outstanding at November 1, 2001
</TABLE>


<PAGE>

                           O2WIRELESS SOLUTIONS, INC.
                                    FORM 10-Q
                               SEPTEMBER 30, 2001
                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
ITEM 1.  FINANCIAL STATEMENTS                                                                             PAGE
-----------------------------                                                                             ----
<S>                                                                                                       <C>
         Consolidated Balance Sheets (unaudited) as of December 31, 2000
                  and September 30, 2001                                                                     3
         Consolidated Statements of Operations (unaudited) for the Three
                  and Nine Month Periods Ended September 30, 2000 and 2001                                   5
         Consolidated Statements of Cash Flows (unaudited) for the Nine
                  Month Periods Ended September 30, 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                                                                              15

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                                          22

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                                                   23

SIGNATURES

EXHIBIT INDEX
</TABLE>


                                       2
<PAGE>

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,         September 30,
                                                                                                    2000                 2001
                                                                                                ------------         -------------
<S>                                                                                              <C>                  <C>
ASSETS
Current Assets:
     Cash and cash equivalents                                                                   $   12,168           $    7,261
     Contract revenues receivable, net of allowance for doubtful accounts of
         $806 and $1,246 at December 31, 2000 and September 30, 2001,
         respectively                                                                                44,643               25,809
     Costs and estimated earnings in excess of billings on uncompleted contracts                     14,137               12,332
     Inventories, net of obsolescence reserve of $321 at December 31, 2000
         and September 30, 2001                                                                       2,904                3,501
     Deferred income taxes                                                                              343                  343
     Note receivable                                                                                  6,097                3,048
     Other current assets                                                                             1,024                3,013
     Net assets of discontinued operations                                                              861                   --
                                                                                                 ----------           ----------
          Total Current Assets                                                                       82,177               55,307

Property and equipment, net                                                                           4,282                4,231
Intangible assets, net                                                                               27,258               30,192
Deferred income taxes                                                                                 2,277                2,277
Other assets                                                                                            236                  179
                                                                                                 ----------           ----------
          Total Assets                                                                           $  116,230           $   92,186
                                                                                                 ==========           ==========

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
     Affiliate notes payable, current portion                                                    $    2,126           $    1,839
     Current portion of other indebtedness                                                              176                  452
     Accrued earn-out                                                                                 1,650                1,650
     Accounts payable                                                                                20,013               10,829
     Accrued expenses                                                                                 9,377                6,824
     Billing in excess of costs and estimated earnings on uncompleted contracts                       3,748                  989
     Other current liabilities                                                                           --                  132
                                                                                                 ----------           ----------
         Total Current Liabilities                                                                   37,090               22,715

Affiliate notes payable, less current portion                                                         1,626                  150
Other long-term indebtedness, less current portion                                                    3,459                9,762
Other long-term liability                                                                               380                  734
                                                                                                 ----------           ----------
</TABLE>


                                        3
<PAGE>

<TABLE>
<S>                                                                                              <C>                  <C>
         Total Liabilities                                                                           42,555               33,361
                                                                                                 ----------           ----------

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 September 30, 2001, respectively                                           3                    3
     Additional paid-in capital                                                                      96,571              101,928
     Deferred stock-based compensation                                                               (1,286)                (658)
     Accumulated other comprehensive loss                                                                --                 (143)
     Accumulated deficit                                                                            (21,613)             (42,305)
                                                                                                 ----------           ----------
         Total stockholders' equity                                                                  73,675               58,825
                                                                                                 ----------           ----------
                                                                                                 $  116,230           $   92,186
                                                                                                 ==========           ==========
</TABLE>

See accompanying notes to unaudited consolidated financial statements


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                     Three months   Three months       Nine months    Nine months
                                                                        ended           ended            ended            ended
                                                                    September 30,   September 30,     September 30,   September 30,
                                                                         2000            2001             2000             2001
                                                                    -------------   -------------     -------------   -------------
<S>                                                                 <C>             <C>               <C>             <C>
Revenues                                                              $  37,011          $28,176        $  93,654        $  86,342
Operating  expenses:
     Cost of revenues                                                    26,170           21,542           66,375           68,004
     Selling, general, and administrative expenses                        7,242            8,025           17,681           25,018
     Warrant dispute reserve                                                 --              641               --              641
     Restructuring charge                                                    --               --               --            1,100
     Depreciation and amortization                                        1,008            1,963            2,914            5,859
     Goodwill write-down                                                     --            4,802               --            4,802
                                                                      ---------        ---------        ---------        ---------
         Operating income (loss)                                          2,591           (8,797)           6,684          (19,082)

Other income (expense):
   Interest income                                                           86              150              118              592
   Interest expense                                                        (922)            (733)          (3,360)          (1,587)
   Increase in fair value of put warrants                                    --               --          (13,681)              --
   Other                                                                    197               11              222              169
                                                                      ---------        ---------        ---------        ---------
Income (loss) from continuing operations before taxes
   and extraordinary item                                                 1,952           (9,369)         (10,017)         (19,908)

Income tax expense                                                        1,909               --            2,677               --
                                                                      ---------        ---------        ---------        ---------
Income (loss) from continuing operations before extra-
   ordinary item                                                             43           (9,369)         (12,694)         (19,908)

Discontinued operations:
     Income (loss) from discontinued operations net of tax                   27               --              (27)            (196)
     Loss on disposal of discontinued operations net of tax                  --               --               --             (588)
                                                                      ---------        ---------        ---------        ---------
Extraordinary item - loss on extinguishments of indebtedness,
    net of income tax benefit of approximately $2,212 in 2000             4,295               --            4,295               --

Net loss                                                                 (4,225)          (9,369)         (17,016)         (20,692)
Preferred stock dividends and accretion                                  (5,209)              --           (6,148)              --
                                                                      ---------        ---------        ---------        ---------
Net loss to common stockholders                                       $  (9,434)       $  (9,369)       $ (23,164)       $ (20,692)
                                                                      =========        =========        =========        =========
</TABLE>


                                       5
<PAGE>

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

   Loss per common share:
     Continuing operations:
       Basic and diluted
       Loss per share before extraordinary item                       $   (0.31)       $   (0.34)       $   (1.78)       $   (0.71)
       Effect of extraordinary item                                       (0.25)              --            (0.41)              --
                                                                      ---------        ---------        ---------        ---------
                                                                      $   (0.56)       $   (0.34)       $   (2.19)       $   (0.71)
                                                                      =========        =========        =========        =========

     Discontinued operations:
       Basic and diluted                                                     --               --               --            (0.03)
                                                                      =========        =========        =========        =========

      Net loss per common share:
       Basic and diluted                                              $   (0.56)       $   (0.34)       $   (2.19)       $   (0.74)
                                                                      =========        =========        =========        =========

    Weighted-average common shares outstanding:
       Basic and diluted                                             16,840,307       27,937,737       10,590,672       27,874,820
</TABLE>

See accompanying notes to unaudited consolidated financial statements


                                       6
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                 Nine months          Nine months
                                                                                                    ended                ended
                                                                                                September 30,        September 30,
                                                                                                    2000                 2001
                                                                                                -------------        -------------
<S>                                                                                             <C>                  <C>
Cash flows from operating activities:
   Net loss from continuing operations                                                           $  (16,989)         $   (19,908)
   Adjustments to reconcile net loss to net cash
     (used in) provided by operating activities:
     Depreciation and amortization                                                                    2,914                5,859
     Goodwill write-down                                                                                 --                4,802
     Accretion of loan discount                                                                         358                   --
     Amortization of deferred stock-based compensation                                                  327                  581
     Increase in fair value of common stock put warrants                                             13,681                   --
     Extraordinary loss - Loss on extinguishments of indebtedness                                     4,295
     Deferred income tax expense                                                                      2,310                   --
     (Gain) on disposal of assets                                                                        --                  (30)
     Changes in operating assets and liabilities:
       Accounts receivable                                                                          (10,248)              21,027
       Costs and estimated earnings in excess of billings
          on uncompleted contracts                                                                  (10,393)               1,818
       Inventories                                                                                   (1,098)                (597)
       Other current assets                                                                            (667)               1,185
       Other assets                                                                                      23                   70
       Accounts payable                                                                                 148               (9,427)
       Accrued expenses                                                                               4,174                  168
       Billings in excess of cost and estimated earnings
          on uncompleted contracts                                                                      638               (2,759)
       Other liabilities                                                                                 --                 (219)
                                                                                                 ----------           ----------
       Net cash (used in) provided by operating activities                                          (10,527)               2,570
                                                                                                 ----------           ----------

Discontinued operations:
   Loss from discontinued operations                                                                    (27)                (770)
                                                                                                 ----------           ----------
         Net cash (used in) discontinued operating activities                                           (27)                (770)
                                                                                                 ----------           ----------
         Net cash (used in) provided by operating activities                                        (10,554)               1,800
                                                                                                 ----------           ----------
   Cash flows used in investing activities:
   Purchase of property and equipment                                                                  (751)                (883)
   Cash paid for acquisitions, net                                                                   (2,707)             (11,293)
   Proceeds from disposal of discontinued operations                                                     --                  640
                                                                                                 ----------           ----------
   Net cash used in investing activities                                                             (3,458)             (11,536)
                                                                                                 ----------           ----------
</TABLE>


                                       7
<PAGE>

<TABLE>
<S>                                                                                              <C>                  <C>
Cash flows from financing activities:
   Net proceeds from issuance of common stock                                                        62,700                   --
   Restricted cash held in escrow                                                                     1,616                   --
   Preferred stock dividends                                                                           (331)                  --
   Exercise of stock options and warrants                                                               926                   14
   Repayment of various notes payable                                                                (2,338)              (1,849)
   Proceeds from borrowing under credit facility                                                     16,087               11,664
   Repayment of borrowings under credit facility                                                    (31,329)              (5,000)
   Redemption of preferred stock                                                                     (7,918)                  --
   Repayment of subordinated notes                                                                  (13,000)                  --
                                                                                                 ----------           ----------
     Net cash provided by financing activities                                                       26,413                4,829
                                                                                                 ----------           ----------
Net increase in cash and cash equivalents                                                            12,401               (4,907)

Cash and cash equivalents at beginning of period                                                        893               12,168
                                                                                                 ----------           ----------
Cash and cash equivalents at end of period                                                       $   13,294           $    7,261
                                                                                                 ==========           ==========

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                                                      $    3,109           $      265
                                                                                                 ==========           ==========
Non cash investing and financing activities:
   Expiration of fair value put feature upon initial public offering                             $   22,712                   --
                                                                                                 ==========           ==========
   Conversion of preferred stock to common stock                                                 $    8,859                   --
                                                                                                 ==========           ==========
</TABLE>

See accompanying notes to unaudited consolidated financial statements


                                       8
<PAGE>

                            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.
We provide comprehensive integrated network solutions to all sectors of the
global wireless telecommunications industry. This comprehensive end-to-end
solution enables us to address the current and emerging network infrastructure
requirements of our customers. These solutions enable our customers to plan,
design, deploy and maintain their wireless networks. We also offer business
planning and consulting services to wireless telecommunications industry
participants.

         The accompanying consolidated financial statements as of September 30,
2001, and for the three and nine-month periods ended September 30, 2000 and 2001
are un-audited and have been prepared by management. In the opinion of
management, these un-audited 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 year-to-date and prior year
amounts have been made to conform to current period presentation.

         The telecommunications market is characterized by significant risks as
a result of changes in economic conditions, changes in technology, outsourcing
of telecommunications networks, consolidation of equipment vendors and other
significant factors. Our 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 our key
customers, among other factors, could have a material adverse effect on our
financial position and results of operations.

         The Company is working to manage its cash by actively controlling
expenses and pursuing additional sources of revenue. For instance, we
substantially reduced overhead costs through reduction in employment levels and
began efforts to consolidate our physical locations in the first quarter of
2001. In addition, we completed the sale of a non-core business unit, Specialty
Drilling, Inc. Based on these actions and our current strategic business plan,
management believes the Company's existing liquidity and capital resources will
be sufficient to satisfy its cash requirements for the next 12 months. There are
no assurances that such actions will ensure cash sufficiency through fiscal 2002
and beyond. We may consider additional options, which include, but are not
limited to, forming strategic partnerships or alliances, selling other assets or
business units, obtaining


                                       9
<PAGE>

new financing or raising additional equity capital. There can be no assurance
that we will be able to raise such funds or realize our strategic alternatives
on favorable terms, if at all.

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 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 materially 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 changes in interest rates. This financial
exposure is managed as an integral part of our risk management program, which
seeks to reduce the potentially adverse effect that the volatility in market
interest rates may have on operating results. We do not use derivative financial
instruments for trading purposes. We currently maintain an interest rate swap
agreement, to minimize significant, unanticipated earnings fluctuations caused
by volatility in interest rates. We assess, both at inception and on an ongoing
basis, whether the interest rate swap agreement 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 us 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 or loss until such point that the
interest rate swap no longer qualifies for hedge accounting, at which point, the
gain (loss) reported is reported as a component of interest expense. For the
six-month period ended June 30, 2001, we recognized a comprehensive loss of
$200,000 on this interest rate swap agreement. This loss is being amortized over
the remaining life of the interest rate swap agreement. During the three-month
period ended September 30, 2001, we repaid $5 million on our line of credit with
the result that our line of credit fell below the notional principal of $12.5
million. Thus, the interest rate swap agreement no longer qualifies for hedge
accounting and therefore for the quarter ended September 30, 2001, we recorded
to interest expense a $154,000 increase in the fair value of the swap agreement.
The fair value of the interest rate swap agreement was approximately $380,000
and $734,000 at December 31, 2000 and September 30, 2001, respectively.


                                       10
<PAGE>

D) COMPREHENSIVE INCOME (LOSS) (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                     Nine Months Ended
                                                                                          --------------------------------------
                                                                                          September 30,            September 30,
                                                                                               2000                    2001
                                                                                          -------------            -------------
<S>                                                                                       <C>                      <C>
Net loss                                                                                    $  (23,164)               (20,692)
Other Comprehensive loss:
    Unrealized loss on derivative instruments, net of tax                                   $       --                   (143)
                                                                                            ----------               --------

Comprehensive income (loss)                                                                 $  (23,164)               (20,835)
                                                                                            ==========               ========
</TABLE>

E) RECENT ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, "Business Combinations"
("SFAS 141"), which is effective for all business combinations initiated after
June 30, 2001. SFAS 141 requires companies to account for all business
combinations using the purchase method of accounting, recognize intangible
assets if certain criteria are met, as well as provide additional disclosures
regarding business combinations and allocation of purchase price. The Company
adopted SFAS No. 141 as of July 1, 2001.

         In June 2001, FASB issued Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), which requires
non-amortization of goodwill and intangible assets that have indefinite useful
lives and annual tests of impairments of those assets. The statement also
provides specific guidance about how to determine and measure goodwill and
intangible asset impairments, and requires additional disclosure of information
about goodwill and other intangible assets. The provisions of this statement are
required to be applied starting with fiscal years beginning after December 15,
2001 and applied to all goodwill and other intangible assets recognized in its
financial statements at that date. Goodwill and intangible assets acquired after
June 30, 2001 will be subject to the non-amortization provisions of the
statement. The Company will adopt SFAS No. 142 beginning January 1, 2002.

F) INTANGIBLE ASSETS

         The Company 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
discounted rate reflecting the Company's average cost of funds. As a result of
the assessment carried out at September 30, 2001, the Company reduced the
carrying value of goodwill related to the assets of specific business units
recording a goodwill write-down of $4.8 million for the three months ended
September 30, 2001. We will continue to monitor the performance of our
acquisitions and, due to the change in the economic environment in the
telecommunications sector, further reductions to previously recorded goodwill
related to certain acquisitions may be required if future operating cash flows
for previously acquired operations are not achieved.


                                       11
<PAGE>

2) RESTRUCTURING

         During the first quarter of 2001, we initiated a restructuring plan
that allowed us to streamline our operations and reduce our cost structure. As
part of the restructuring plan, which consisted 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 nine months ended September 30, 2001 we paid approximately
$669,000 in costs related to this restructuring.

         Workforce reduction was the main focus of our restructuring. Our
employee headcount has declined from 770 employees at December 31, 2000 to 579
employees at September 30, 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 244 employees or approximately 30% 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 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 that was acquired in November 1999
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.

         Revenues from Specialty Drilling, Inc. were approximately $393,000 for
the three-month period ended September 30, 2000 and approximately $170,000 and
$993,000 for the nine-month periods ended September 30, 2001 and September 30,
2000 respectively. Net loss attributed to Specialty Drilling Inc. was
approximately $196,000 and $27,000 for the nine-month periods ended September
30, 2001 and September 30, 2000, respectively.

         The components of net assets of discontinued operations included in the
Consolidated Balance Sheet at the time of sale 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>


                                       12
<PAGE>

4) 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      Nine months        Nine months
                                                          ended             ended             ended             ended
                                                      September 30,      September 30,    September 30,      September 30,
                                                           2000              2001              2000              2001
                                                      -------------      -------------    -------------      -------------
         <S>                                          <C>                <C>              <C>                <C>
         U.S.                                           $  35,536          $  27,437        $  91,264          $  82,497

         Foreign                                        $   1,475          $     739        $   2,390          $   3,845
                                                        ---------          ---------        ---------          ---------
         Consolidated                                   $  37,011          $  28,176        $ 93,654           $  86,342
                                                        ----------         ----------       --------           ---------
</TABLE>

         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 was 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 was originally due and payable on
November 6, 2001, 270 days after the date of issuance of the Note, or earlier
subject to certain conditions. A principal payment in the amount of
approximately $3.1 million was made during September 2001 leaving a balance of
approximately $3.0 million. A new Promissory Note for the balance was obtained
from South Carolina Phone, LLC on September 6, 2001 amending and restating the
previous note. Interest was payable on this note at the rate of 14% per annum
from September 6, 2001 until the date of payment. The principal sum of the new
Note, and all accrued but unpaid interest would be due on February 16, 2002 or
earlier subject to certain conditions. The balance on the note of $3.0 million
is included as a Note Receivable on our balance sheet at September 30, 2001
compared to the balance of $6.1 million shown at December 31, 2000. This Note
was paid in full on November 2, 2001.

5) LEGAL MATTERS

         In the normal course of business, from time to time, the Company
becomes involved in certain administrative proceedings and litigation generally
related to commercial disputes. The following is a summary of two proceedings
currently pending.

         On April 22, 1997, the Company agreed to issue warrants to purchase
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. By virtue of a transaction closed on November 20, 1997, and a
subsequent stock split, the number of warrants to be issued was 298,562. Each
warrant enabled the holder to purchase one share of common stock for $1.81. The
warrants were to expire five years from the issuance date. The estimated value
of the warrants was $20,652, at the time of the November 1997 transaction, and
was included in the issuance costs of the Class A Preferred Stock. Although the
Company believes its obligation to the aforementioned corporation


                                       13
<PAGE>
was resolved by an arbitration proceeding decided January 3, 2000, the matter
was disputed by the corporation and the matter was again submitted to
arbitration. During the third quarter of 2001, an arbitration panel determined
that the Company should pay $489,600 to the corporation subject to appeal. The
Company has recognized $641,000 in expense, which includes the expected cost of
the award along with associated defense costs incurred to date in its third
quarter 2001 results.

         On November 7, 2000, a suit was filed against the Company and two
officers of the Company, (as well as a third individual not affiliated with the
Company), asserting that the defendants engaged in a conspiracy to pursue
frivolous litigation against the plaintiff, to threaten further litigation, to
interfere with the business relations of the plaintiff and that agents of the
Company acting to benefit the Company committed acts of fraud against, and
violated fiduciary duties to the plaintiff. The Complaint was later amended to
reflect that the plaintiff had lost by jury verdict in related litigation in
Georgia concerning a sale of a 30 MHz PCS license for Honolulu and to seek a
declaratory judgment that claims by the Company to be reimbursed for legal fees
expended in connection with that suit are without merit. An additional amendment
to the Complaint, filed in August 2001, abandoned plaintiff's claim for
interference with business relations and added a subsidiary of the Company as a
defendant. The Company believes that the claims are without merit and is
vigorously defending all claims against it. In management's opinion, the outcome
of the foregoing proceeding will not materially affect the financial position
and results of operations of the Company.

6) LONG TERM DEBT

         Effective October 2, 2001 we amended our syndicated credit agreement
with Wachovia Bank, N.A as agent and reduced the amount available under the
facility from $35 million to the lesser of (a) $15 million or (b) a pre-defined
borrowing base determined by Eligible Receivables. Accordingly, our ability to
borrow under the facility is contingent upon gross receivables, based on a
pre-defined borrowing base. The credit facility is due November 1, 2004 and
bears interest based on LIBOR plus a margin of up to 3.75%. The interest rate
was 8.25% at September 30, 2001. The line of credit is secured by substantially
all of our business assets, is guaranteed by our subsidiaries and is senior to
approximately $2.6 million of subordinated indebtedness. The terms of the credit
agreement include several covenants and restrictions including but not limited
to those discussed herein. The terms of the credit agreement require maintenance
of specified levels of earnings (loss) before income taxes, depreciation and
amortization (EBITDA). In addition, we are required to provide the lenders with
periodic budgets, financial statements and periodic reports and filings.
Additionally, we are restricted in the amount of payments to holders of seller
notes. The covenants also limit our ability to sell our assets outside the
ordinary course of business, merge with or acquire other businesses. In
addition, we are limited in capital expenditures that can be incurred during a
given period. If we continue to experience significant losses, we could be in
violation of the covenants in our credit facility in the future. At September
30, 2001 we had capacity to borrow up to $12.9 million under the credit facility
and at that date we had $9.6 million in outstanding borrowings.

         Management believes that an adequate amount of gross receivables exist
to provide sufficient availability under the credit facility to satisfy the
Company's cash requirements for at least the next twelve months.


                                       14
<PAGE>

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 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 operations and 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. 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 to 10 years, the expected period of
benefit.  During the quarter ended September 30, 2001, a goodwill impairment
charge of $4.8 million was recorded during the quarter ended September 30, 2001.

         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


                                       15
<PAGE>

the contract such that adjustments to the results of operations 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
nine months ended September 30, 2001, revenues from our fixed-price contracts
accounted for approximately 61% 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 AND NINE MONTHS ENDED SEPTEMBER 30,
2001

         CONTINUING OPERATIONS

         REVENUES. Our revenues decreased 24%, or $8.8 million, from $37.0
million for the three months ended September 30, 2000 to $28.2 million for the
three months ended September 30, 2001. Revenues attributed to our acquisitions
of HAF Limited in December 2000, and Young and Associates, Inc., in January
2001, represented approximately $3.0 million for the three months ended
September 30, 2001. This was offset by a decline of approximately $11.8 million
in revenues from existing business that reflects the continued reduction or
delay of capital expenditures by some of our customers, particularly equipment
manufacturers, during the quarter ended September 30, 2001, which may continue
in future quarters.

         Our revenues decreased 8% or $7.3 million from $93.6 million for the
nine months ended September 30, 2000 to $86.3 million for the nine months ended
September 30, 2001. Revenues attributed to our acquisitions of Communications
Consulting Services, Inc. in June 2000, HAF Limited in December 2000, and Young
and Associates, Inc., in January 2001, represented approximately $10.2 million
during the nine months ended September 30, 2001. This was offset by a decline of
approximately $17.5 million in revenues from existing business that reflects the
continued reduction or delay of capital expenditures by some of our customers,
particularly equipment manufacturers, in the first nine months of 2001, which
may continue in future quarters.

         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 September 30, 2001, we had 460 employees working on
contracted projects, compared to 614 as of September 30, 2000. Cost of
revenues of $21.5 million for the three months ended September 30, 2001 was $4.7
million or 18% lower than the $26.2 million for the three months ended September
30, 2000. Gross margin was 24% of revenues for the three months ended September
30, 2001, compared to 29% for the three months ended September 30, 2000. Gross
margin for the three months ended September 30, 2001 decreased from that of the
prior year, due in part to increased competition and pricing pressure along with
a shift in the mix of services to lower margin services.


                                       16
<PAGE>

         Our cost of revenues increased 2% from $66.4 million for the nine
months ended September 30, 2000 to $68.0 million for the nine months ended
September 30, 2001. Gross margin was 21% of revenues for the nine months ended
September 30, 2001, compared to 29% for the nine months ended September 30,
2000. Gross margin for the nine months ended September 30, 2001 decreased from
that of the prior year, due in part to increased competition and pricing
pressure along with a shift in the mix of services to lower margin services.
The Company expects margins to be similar in the fourth quarter of 2001.

         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 11% from $7.2 million for the three months
ended September 30, 2000 to $8.0 million for the three months ended September
30, 2001. The increase was attributable in large part due to reduced
utilization of employees due to delays and reduction in contracts increased
costs from acquisitions and expenses 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 as a percentage of revenues increased slightly from 27%
for the three months ended June 30, 2001 to 28% for the three months ended
September 30, 2001, but overall remains lower than expense levels prior to the
realignment. Selling, general and administrative expenses will be higher in
absolute dollars in 2001 than they were in 2000.

         Selling, general, and administrative expenses increased 42% from $17.7
million for the nine months ended September 30, 2000 to $25.0 million for the
nine months ended September 30, 2001. The increase was attributable in large
part to a 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 expenses associated with being a public company.

         WARRANT DISPUTE RESERVE. During the three months ended September 30,
2001 the Company recorded a warrant dispute expense of $641,000 including
approximately $490,000 for resolution of a dispute related to warrants issued
by the Company in 1997, along with approximately $151,000 of associated legal
costs. See Note 5 of "Notes to Consolidated Financial Statements".

         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 September 30, 2001, approximately $669,000 of these costs
had been paid. As a result of the restructuring, total full time employees were
reduced by approximately 30% from 823, including 53 employees hired in
connection with the acquisition of Young and Associates, Inc. in January 2001,
to 579 employees at September 30, 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 95% from approximately $1.0 million for the three months ended
September


                                       17
<PAGE>

30, 2000 to $2.0 million for the three months ended September 30, 2001. This
significant increase reflects the amortization of goodwill associated with the
acquisitions of Wireless Sites Development, Inc., Cardinal Engineering
Corporation, HAF Limited and Young and Associates, Inc. along with the increase
in capitalized assets to support the additional business units.

         In addition, during the three months ended September 30, 2001 the
Company recorded a goodwill write-down of approximately $4.8 million. Further
details on this are included in the "Liquidity and Capital Resources" section
below.

         Depreciation and amortization expenses increased 101% from $2.9 million
for the nine months ended September 30, 2000 to $5.9 million for the nine months
ended September 30, 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 additional business units.

         INTEREST EXPENSE. Interest expense is primarily related to interest on
notes payable to related parties and our credit facility. It also includes
adjustments to the valuation of the interest rate swap agreement. Interest
expense decreased 20% from $922,000 for the three months ended September 30,
2000 to $733,000 for the three months ended September 30, 2001. For the three
months ended September 30, 2001, interest expense included $211,000 related to
the interest rate swap agreement along with approximately $104,000 in facility
fees amortized early due to the amendment of our credit agreement.

         Interest expense decreased 53% from $3.4 million for the nine months
ended September 30, 2000 to $1.6 million for the nine months ended September 30,
2001. The lower expense in 2001 represents a reduced use of our line of credit.

         OTHER INCOME (EXPENSE). For the three months ended September 30, 2001,
other income was $161,000 as compared to other income of $283,000 for the three
months ended September 30, 2000. The income for the three months ended September
30, 2001 was primarily attributable to interest income from our note receivable
with South Carolina Phone, LLC.

         For the nine months ended September 30, 2001, other income was $761,000
as compared to other expense of approximately $13.3 million for the nine months
ended September 30, 2000. The income for the nine months ended September 30,
2001 was primarily attributable to interest income from our note receivable with
South Carolina Phone, LLC. The expense for the nine months ended September 30,
2000 primarily represented a one-time 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 in August 2000.

         INCOME TAX EXPENSE. No income tax expense was recorded for the three
months or nine months ended September 30, 2001 compared to a charge of $1.9
million for the three months ended September 30, 2000 and a charge of $2.7
million for the nine months ended September 30, 2000.

         EXTRAORDINARY ITEMS. For the three and nine-month periods ended
September 30, 2000 we reported an extraordinary loss of $4.3 million, net of
income tax benefit of $2.2 million. This extraordinary loss resulted from the
extinguishment of indebtedness in connection with our initial public offering.
Approximately $2.6


                                       18
<PAGE>

million of this loss represented the amount of the then un-accreted discount on
our senior subordinated notes that was expensed upon the early repayment of the
notes with proceeds from the initial public offering. The remaining $1.7 million
of this loss related to the write-offs of the then remaining capitalized loan
costs in connection with loans repaid. There were no extraordinary items for the
three and nine-month periods ended September 30, 2001.

         NET LOSS. Net loss from continuing operations for the three months
ended September 30, 2001 was $9.4 million, as compared to a net loss of $4.2
million for the three months ended September 30, 2000. The net loss for the
three months ended September 30, 2001 is primarily attributable to the
write-down of goodwill and the creation of the warrant dispute reserve. In
addition a portion of the loss can be attributed to the lower utilization of
employees arising from the reduction or delay of projects by some of our
customers in addition to pricing pressure and a change in the mix of services to
lower margin services. The net loss for the three months ended September 30,
2000 is attributable to the extraordinary items as discussed above in
"Extraordinary Items".

         Net loss from continuing operations for the nine months ended
September 30, 2001 was $19.9 million, as compared to a net loss of $17.0
million for the nine months ended September 30, 2000. The net loss for the nine
months ended September 30, 2001 is attributable to the write down of goodwill,
the creation of a warrant dispute reserve, lower utilization of employees
arising from the reduction or delay of projects by some of our customers in
addition to pricing pressure and a change in the mix of services to lower
margin services. The net loss for the nine months ended September 30, 2000 is
attributable to the $13.7 million non-cash charge as described above in "Other
Income (Expense)" and the extraordinary items as discussed above in
"Extraordinary Items".

         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 nine months ended September 30,
2001 as compared to a loss of $27,000 for the nine months ended September 30,
2000. The loss for the nine months ended September 30, 2001 included a loss from
discontinued operations of $196,000 and an estimated loss on disposal of
discontinued operations of $588,000, compared to a loss from discontinued
operations of $27,000 for the nine months ended September 30, 2000. Revenues for
the nine months ended September 30, 2001 for discontinued operations were
$170,000, all of which were in the three months ended March 31, 2001, as
compared to revenues of approximately $993,000 for the nine months ended
September 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2001, we had available cash of approximately $7.3
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 $2.6 million
for the nine months ended September 30, 2001. Cash used in the Company's
discontinued operations was $770,000 for the nine months ended September 30,
2001.

         Cash used in investing activities was approximately $11.5 million for
the nine months ended September 30, 2001. Investing activities consist primarily
of acquisitions, as well as capital expenditures to support our operations.


                                       19
<PAGE>

         Cash provided by financing activities for the nine months ended
September 30, 2001 was approximately $4.8 million. This consisted primarily of
$11.7 million borrowed under our revolving credit agreement, offset by repayment
of $5 million to our revolving line of credit and various notes payable of
approximately $1.9 million.

         Effective October 2, 2001 we amended our syndicated credit agreement
with Wachovia Bank, N.A as agent and reduced the amount available under the
facility from $35 million to the lesser of (a) $15 million or (b) a pre-defined
borrowing base determined by Eligible Receivables. Accordingly, our ability to
borrow under the facility is contingent upon gross receivables, based on a
pre-defined borrowing base. The credit facility is due November 1, 2004 and
bears interest based on LIBOR plus a margin of up to 3.75%. The interest rate
was 8.25% at September 30, 2001. The line of credit is secured by substantially
all of our business assets, is guaranteed by our subsidiaries and is senior to
approximately $2.6 million of subordinated indebtedness. The terms of the credit
agreement include several covenants and restrictions including but not limited
to those discussed herein. The terms of the credit agreement require maintenance
of specified levels of earnings (loss) before income taxes, depreciation and
amortization (EBITDA). Under the terms of the credit agreement we are required
to provide the lenders with periodic budgets, financial statements and periodic
reports and filings. Additionally, we are restricted in the amount of payments
to holders of seller notes. The covenants also limit our ability to sell our
assets outside the ordinary course of business, merge with or acquire other
businesses. In addition, we are limited in capital expenditures that can be
incurred during a given period. If we continue to experience significant losses,
we could be in violation of the covenants in our credit facility in the future.
At September 30, 2001, we had capacity to borrow up to $12.9 million under the
credit facility and at that date we had $9.6 million in outstanding borrowings.
Management believes that an adequate amount of gross receivables exist to
provide sufficient availability under the credit agreement to satisfy our cash
requirements for at least the next twelve months.

         Our contract revenues receivable have decreased significantly in
absolute dollars from $44.6 million at December 31, 2000 to $25.8 million at
September 30, 2001. This reflects a concerted effort to reduce the balance of
outstanding receivables. This has resulted in a reduction of our days sales
outstanding (DSO's), from 88 days at December 31, 2000 to 82 days at September
30, 2001. Our costs and estimated earnings in excess of billings on uncompleted
contracts decreased from $14.1 million at December 31, 2000 to $12.3 million at
September 30, 2001. This represented an increase from 28 days to 39 days.

         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 was 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 was due and payable on November 6,
2001, 270 days after the date of issuance of the Note, or earlier subject to
certain conditions. A principal payment in the amount of approximately $3.1
million was made during September, 2001 leaving a balance of approximately $3.0
million. A new Promissory Note for the balance was obtained from South Carolina
Phone, LLC on September 6, 2001 amending and restating the previous note.
Interest is payable on this note at the rate of 14% per annum from September 6,
2001 until the date of payment. The principal sum of the new Note, and all
accrued but unpaid interest on the note would be due on February 16, 2002 or
earlier subject to certain conditions. The balance on the note of $3.0 million
is included


                                       20
<PAGE>

as a Note Receivable on our balance sheet at September 30, 2001 compared to the
balance of $6.1 million shown at December 31, 2000. This Note was paid in full
on November 2, 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. As a result of
this assessment at September 30, 2001, the Company reduced the carrying value of
goodwill related to the assets of specific business units, recording a goodwill
write-down of $4.8 million for the three months ended September 30, 2001. We
will continue to monitor the performance of our acquisitions and, due to the
change in the economic environment in the telecommunications sector, further
reductions to previously recorded goodwill related to certain acquisitions may
be required if future operating cash flows for previously acquired operations
are not achieved. Similarly, the Company must achieve future earnings during
specified period in order to utilize deferred tax assets and to the extent it
does not or believes it will not, these assets would need to be written down.

         The telecommunications market is characterized by significant risks as
a result of changes in economic conditions, changes in technology, outsourcing
of telecommunications networks, consolidation of equipment vendors and other
significant factors. Our 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 our key
customers, among other factors, could have a material adverse effect on our
financial position and results of operations.

         The Company is working to manage its cash by actively controlling
expenses and pursuing additional sources of revenue. For instance, we
substantially reduced overhead costs through reduction in employment levels and
began efforts to consolidate our physical locations in the first quarter of
2001. In addition, we completed the sale of a non-core business unit, Specialty
Drilling, Inc. Based on these actions and our current strategic business plan,
management believes the Company's existing liquidity and capital resources will
be sufficient to satisfy its cash requirements for the next 12 months. There are
no assurances that such actions will ensure cash sufficiency through fiscal 2002
and beyond. We may consider additional options, which include, but are not
limited to, forming strategic partnerships or alliances, selling other assets or
business units, obtaining new financing or raising additional equity capital.
There can be no assurance that we will be able to raise such funds or realize
our strategic alternatives on favorable terms, if at all.

         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 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,


                                       21
<PAGE>

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 we incur a default under the covenants of our line of credit it may
restrict our ability to obtain funds. 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. For more
information regarding the Company's interest rate swap agreement, please see
Note C to the Financial Statements included in this report.

         At September 30, 2001, we had notes payable to affiliated parties (the
"Notes") of approximately $2.0 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 3.75%. 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.


                                       22
<PAGE>

                          PART II. - OTHER INFORMATION

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS

<TABLE>
<CAPTION>
            No.          Description of Exhibit
            ---          ----------------------
         <S>             <C>
         4.3.1           Second Amendment, dated October 2, 2001 to Amended and Restated Credit Agreement dated September 29, 2000
                         by and among 02Wireless Inc., the Company, TVR Telecom, Inc., TWR Lighting, Inc., Rooker Tower Company,
                         Clear Program Management, Inc., Specialty Drilling, Inc., Cellular Technology International, Inc.,
                         Communication Development System, Inc., Clear Tower Corporation, ISOC, Inc., Communication Consulting
                         Services, Inc. and various lenders and Wachovia Bank, N.A.
</TABLE>

(B)      REPORTS ON FORM 8-K

         No reports on Form 8-K were filed during the quarter ended September
30, 2001.


                                       23
<PAGE>

                                   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: November 14, 2001                By:/s/ Murray L. Swanson
                                          -------------------------------------
                                          Murray L. Swanson
                                          President and Chief Executive Officer
                                          (principal executive officer)



Date: November 14, 2001                By:/s/ Ronald D. Webster
                                          -------------------------------------
                                          Ronald D. Webster
                                          Executive Vice President, Chief
                                          Financial Officer, Secretary and
                                          Treasurer (principal financial and
                                          accounting officer)


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