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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                  Form 10-KSB/A

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
                             ENDED DECEMBER 31, 2001

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        FOR THE TRANSITION PERIOD FROM TO

                         Commission File Number 01-14271

                                 ---------------

                               USOL Holdings, Inc.
             (Exact name of Registrant as specified in its charter)

                     Oregon                             93-1197477
              (State or other jurisdiction           (I.R.S. Employer
               of incorporation or organization)    Identification No.)

                             10300 Metric Boulevard
                               Austin, Texas 78758
                    (Address of principal executive offices)
       Registrant's telephone number, including area code: (512) 651-3767

                  Securities registered under Section 12(b) of
                  the Exchange Act: None Securities registered
                    under Section 12(g) of the Exchange Act:
                           Common Stock, no par value
                                (Title of Class)
                         Common Stock Purchase Warrants
                                (Title of Class)

     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  periods  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 [ ]

     Check here if there is no disclosure  of  delinquent  filers in response to
Item 405. [X]

     The issuer's revenues for its most recent fiscal year was $14,534,936.

     The aggregate  market value of the voting stock held as of April 5, 2002 by
nonaffiliates of the issuer was $4,710,305,  based on the last sale price of its
Common Stock on such date. As of April 5, 2002, the issuer had 13,206,260 shares
of its no par value Common Stock issued and outstanding.

     Transitional Small Business Disclosure Format. YES [ ] NO [X]

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<PAGE>



     Item 13. Exhibits.
              -------

     The following  exhibits are attached as exhibits to this 10-KSB/A,  and are
intended to replace their  counterparts,  Exhibits  10.16 and 10.17,  originally
filed as part of the 10-KSB filed by USOL Holdings, Inc. on April 15, 2002.


     Exhibit 10.16         Asset Purchase  Agreement  dated May 23, 2001 between
     -------------         the Company,  Great West  Services,  Ltd. (a Colorado
                           limited  partnership  d/b/a  SIMCOM),  USOL,  Inc. (a
                           Delaware  corporation)  and Simpson  Housing  Limited
                           Partnership (a Colorado limited partnership).

     Exhibit 10.17         Purchase  Agreement,  dated August 31,  2001,  by and
     -------------         among   Grande   Communications,   Inc.,  a  Delaware
                           corporation,  and USOL, Inc., a Delaware corporation,
                           joined by U.S.-Austin Cable Associates I, Ltd.



<PAGE>


                                   SIGNATURES

    In  accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Registrant  has caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated May 1, 2002.


                                           USOL HOLDINGS, INC.


                                           By: /s/ James W. Livingston
                                              ---------------------------------
                                              James W. Livingston, President CEO


                                POWER OF ATTORNEY

    KNOW ALL MEN BY THESE  PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints James W.  Livingston and Shane A. Menking,  and
each of them, his true and lawful  attorneys-in-fact and agents, with full power
of substitution and re-substitution,  for him and in his name, place, and stead,
in  any  and  all  capacities,   to  sign  any  and  all  amendments  (including
post-effective  amendments) to this Form 10-KSB,  and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as he or she  might or  could  do in  person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

    Pursuant to the  requirements  of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>


         Signature                            Title                Date
         ---------                            -----                ----
<S>                                      <C>                       <C>

/s/ James W. Livingston                  President, Chief          April ___, 2002
-------------------------------------    Executive
James W. Livingston                      Officer, and Director

/s/ Shane A. Menking                     Chief Financial Officer    April ___, 2002
-------------------------------------    and Secretary
Shane A. Menking

/s/ Robert G. Solomon                    Chairman of the Board      April ___, 2002
-------------------------------------
Robert G. Solomon

/s/ Thomas E. McChesney                  Director                   April ___, 2002
-------------------------------------
Thomas E. McChesney

/s/ David B. Agnew                       Director                   April ___, 2002
-------------------------------------
David B. Agnew

/s/ Robert D. Feller                     Director                   April ___, 2002
-------------------------------------
Robert D. Feller

/s/ Roy Rose                             Director                   April ___, 2002
-------------------------------------
Roy Rose

/s/ Ronald L. Piasecki                   Director                   April ___, 2002
-------------------------------------
Ronald L. Piasecki

</TABLE>