Cautionary Statement for the Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

Certain information included in this Quarterly Report on Form 10-Q (the "Quarterly Report") and in our other reports, SEC filings, statements and presentations is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning our anticipated operating results, financial resources, growth and expansion and the ability to obtain new contracts. Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in other reports, SEC filings, statements and presentations. Therefore, this Quarterly Report should only be read in context described under "Forward-Looking Statements" and "Risk Factors" below.

The SEC encourages companies to disclose forward-looking information so that investors and stockholders can better understand a company's future prospects and make investment decisions. "Forward-looking" statements appear throughout this Quarterly Report. We have based these forward-looking statements on our current expectations and projections about future events. We have attempted, wherever possible, to identify such statements by using words such as "anticipates," "estimates," "expects," "projects," "intends," "plans," "believes" and words and terms of similar substance in connection with any discussions of future operating or financial performance.

The important factors listed in Part II, Item 1A of this Quarterly Report and in our Annual Report on Form 10-K for our fiscal year ended June 30, 2008 (the "Annual Report") under the heading entitled "Risk Factors," as well as all other cautionary language in this Quarterly Report, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in these "forward-looking" statements. It is important to note that the occurrence of the events described in these considerations and elsewhere in this Quarterly Report and our Annual Report could have an adverse effect on the business, results of operations or financial condition of the entity affected.

Forward-looking statements in this Quarterly Report include, without limitation, statements concerning:

· our ability to generate future revenue;

† our financial condition and strategic direction;

† our future capital requirements and our ability to satisfy our capital needs;

† our ability to adequately staff our service offerings;

† the potential for cost overruns and costs incurred upon failing to meet agreed standards;

† opportunities for us from new and emerging wireless technologies;

† our ability to obtain additional financing;

† our growth strategy;

† trends in the wireless telecommunications industry;

† our competitive position; and

† other statements that contain words like "believe," "anticipate," "expect" and similar expressions are also used to identify forward-looking statements.

It is important to note that all of our forward-looking statements are subject to a number of risks, assumptions and uncertainties, such as (and in no particular order):

· risks related to our recent decrease in revenue;

§ risks related to our ability to secure an amendment to our credit facility with PNC Bank;
§ risks related to the market for our shares;

† risks related to disruptions in the global capital markets;

† risks related to a concentration of revenue from a small number of customers;

† risks associated with competition in the wireless telecommunications industry;

† risks that we will not be able to generate positive cash flow;

† risks that we may not be able to obtain additional financing;

† risks that we will not be able to take advantage of new and emerging wireless technologies; and

† risks that we will be unable to adequately staff our service offerings.

This list is only an example of the risks that may affect the forward-looking statements. If any of these risks or uncertainties materialize (or if they fail to materialize), or if the underlying assumptions are incorrect, then actual results may differ materially from those projected in the forward-looking statements.

Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, without limitation, those discussed elsewhere in this Quarterly Report. It is important not to place undue reliance on these forward-looking statements, which reflect our analysis, judgment, belief or expectation only as of the date of this Quarterly Report. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this Quarterly Report.

Summary of Operating Results

The following table presents consolidated selected financial information. The statement of operations data for the three and six months ended December 31, 2008, and 2007, has been derived from our unaudited consolidated financial statements that, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary to state fairly the data for such period. We operate in two reportable segments: (1) infrastructure construction and technical services, and (2) site acquisition and zoning to wireless communications carriers.

All amounts presented herein are expressed in thousands, except share and per-share data, unless otherwise specifically noted.

                                    Three months ended           Six months ended
                                       December 31,                December 31,
                                    2008            2007         2008         2007
Statement of Operations Data:
 Revenue                           $    14,535     $ 52,133     $ 27,621     $ 75,275
 Gross margin                            3,637       17,710        9,248       24,227
 Operating income (loss)                (2,133 )      9,808       (2,018 )     10,633
 Net income (loss)                      (1,314 )      5,446       (1,228 )      5,485

 Net income (loss) per share
 Basic                             $     (0.05 )   $   0.32     $  (0.05 )   $   0.32
 Diluted                           $     (0.05 )   $   0.21     $  (0.05 )   $   0.22

                                December 31,      June 30,
                                    2008            2008
Balance Sheet Data:
 Current assets                    $    26,167     $ 36,672
 Total assets                           32,601       43,269
 Current liabilities                    10,236       20,056
 Long-term debt, net of debt
discount and current portion               569          772
 Stockholder's equity                   21,672       22,337

Three months ended December 31, 2008, compared to three months ended December

31, 2007
(Amounts in Thousands Unless Otherwise Stated)

Revenue

                                                       Three months ended
                                                          December 31,
                                                       2008          2007        (Decrease)
Infrastructure construction and technical services    $  13,035     $  44,433      $ (31,398 )
Site acquisition and zoning                               1,500         7,700         (6,200 )
Total                                                 $  14,535     $  52,133      $ (37,598 )

We had revenue of $14.5 million for the three months ended December 31, 2008, versus $52.1 million for the three months ended December 31, 2007. This represents a decrease of $37.6 million, or 72%. Revenue from infrastructure construction and technical services decreased $31.4 million from $44.4 million, or 71% for the three months ended December 31, 2008 as compared to the three months ended December 31, 2007. Revenue from site acquisition and zoning decreased $6.2 million from $7.7 million, or 81%, for the three months ended December 31, 2008 as compared to the three months ended December 31, 2007. This decrease in revenue is related to several factors:

· Our largest customer during fiscal 2008, Sprint Nextel, cancelled purchase orders for work previously awarded to us, and asked us to delay the completion of other purchase orders. These cancellations and delays were related to Sprint's sale of its fourth generation, or 4G, WiMax networks business to Clearwire Communications, and were unrelated to our performance on these projects. This impacted our financial results in the quarters ended September 30 and December 31, 2008 and we expect it to continue to impact our financial results in the third and fourth quarter of fiscal 2009. We have received purchase orders related to the continuation of this work, and while we believe the 4G project will be a large one, we cannot predict with certainty when this work will pick-up again in earnest, or to what extent we will be asked to provide services to support this network build-out.

· We had an extraordinarily strong second quarter of fiscal 2008 because of a significant push by our then-largest customer to complete a large number of jobs during this period. As previously reported, we did not expect to match such results again this quarter.

Going forward, the general downturn in national and global economic conditions may impact us and possibly our customers, subcontractors, vendors and suppliers, but we cannot predict the extent of this impact at this time. We are seeing some pricing pressure in some of our service lines, but we believe this is attributable to a shift in our customer base and not necessarily economic conditions. In addition, bidding for some new projects has become more competitive. At the same time we are continuing to win new work across the country. Therefore, while we do not expect our quarterly revenue for the remainder of fiscal 2009 to match our revenue for the same periods in fiscal 2008, we do not expect it to decline sequentially during the third and fourth quarters of fiscal 2009 because of the new business we have been awarded.

Historically we win and begin projects on an irregular basis, and, therefore, we have seen in normal economic conditions considerable variability in our historic quarterly results. In light of this, and the broad-based uncertainty surrounding general economic conditions, we expect to continue to see significant quarterly variability throughout our fiscal 2009 and beyond. Therefore, we consider our annual results to be the most appropriate measure for evaluating our business. We expect our fiscal 2009 annual results to be significantly lower than our fiscal 2008 financial results, primarily because of the above referenced factors. However, we believe our overall financial position is strong, we have a diverse and growing customer base, and we have developed a platform for sustained and continued long-term growth beyond fiscal 2009.

We recognize revenues from contracts from infrastructure construction and technical services and site acquisition and zoning on the percentage-of-completion method of accounting.

Cost of Revenue
                                                       Three months ended
                                                          December 31,
                                                       2008          2007        (Decrease)
Infrastructure construction and technical services    $  10,138     $  29,228      $ (19,090 )
Site acquisition and zoning                                 760         5,195         (4,435 )
 Total                                                $  10,898     $  34,423      $ (23,525 )

Our cost of revenue was $10.9 million and $34.4 million for the three months ended December 31, 2008 and 2007, respectively. This represents a decrease of $23.5 million, or 68%, during a period when revenue decreased 72%. These amounts represent 75% and 66% of total revenue for the three months ended December 31, 2008 and 2007, respectively.

Cost of revenue for infrastructure construction and technical services decreased $19.1 million from $29.2 million for the three months ended December 31, 2007 to $10.1 million for the three months ended December 31, 2008. This represents a decrease of 65% during a period when corresponding revenue decreased 71%.

Cost of revenue for site acquisition and zoning decreased $4.4 million from $5.2 million for the three months ended December 31, 2007 to $0.8 million for the three months ended December 31, 2008. This represents a decrease of 85% during a period when corresponding revenue decreased 81%.

Gross Margin

                                                       Three months ended
                                                          December 31,
                                                       2008           2007        (Decrease)
Infrastructure construction and technical services    $    2,897     $  15,205      $ (12,308 )
Site acquisition and zoning                                  740         2,505         (1,765 )
                                                      $    3,637     $  17,710      $ (14,073 )

Our gross margin for the three months ended December 31, 2008, was $3.6 million as compared to $17.7 million for the three months ended December 31, 2007. Our gross margin as a percentage of revenue was approximately 25% for the three months ended December 31, 2008, as compared to 34% for the three months ended December 31, 2007.

In light of the current telecommunications market and economic conditions in general, we have decided to market our services more aggressively than we have in the past. Competition has increased and many of our customers are exploring ways to reduce costs, which could impact pricing for some services. This has led to a decrease in our gross profit margins, which we believe will continue to be lower than our historic margins at least through the end of fiscal 2009.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended December 31, 2008 were $5.5 million as compared to $7.6 million for the three months ended December 31, 2007. This represents an overall decrease of $2.1 million, or 28%, which consists primarily of decreases in insurance and professional fees of $0.6 million, rent and other occupancy costs of $0.3 million and payroll related expenses of $1.5 million.

Depreciation and Amortization

Depreciation recorded on fixed assets during the three months ended December 31, 2008 totaled approximately $0.2 million as compared to $0.2 million for the three months ended December 31, 2007. Amortization of intangible assets acquired as a result of the Digitcom and Radian acquisitions resulted in amortization expense of approximately $0.1 million in both of the three months ended December 31, 2008 and 2007, respectively.

Interest Expense

We recognized $47 thousand in interest expense during the three months ended December 31, 2008 as compared to $0.3 million during the three months ended December 31, 2007. This 84% decrease was primarily caused by the conversion in June 2008 of our 7% Subordinated Convertible Note with Sigma and the other participating noteholders and the reduced usage of our line of credit with PNC.

Amortization of Deferred Financing Fees and Accretion of Debt Discount

We recognized $15 thousand and $0.3 million in amortization of deferred financing fees and interest accretion caused by the issuance of warrants related to our financing transactions with Sigma and the other participating noteholders during the three months ended December 31, 2008 and 2007, respectively.

Income Taxes

We recorded income tax benefit of $0.8 million and income tax expense of $3.7 million for the three months ended December 31, 2008 and 2007, respectively. The effective income tax rate for the three months ended December 31, 2008 was 39% as compared to 40% for the three months ended December 31, 2007.

At June 30, 2008, we had net operating loss carryforwards for federal and state income tax purposes of approximately $1.2 million expiring in 2026, which may be applied against future taxable income. We can only utilize certain NOL's of approximately $64 thousand per year due to limitations as a result of the Acquisition (see Note 1 of our Consolidated Financial Statements).

Six months ended December 31, 2008, compared to six months ended December 31,

2007
(Amounts in Thousands Unless Otherwise Stated)

Revenue
                                                      Six months ended
                                                        December 31,
                                                      2008         2007       (Decrease)
Infrastructure construction and technical services   $ 24,751     $ 62,918      $ (38,167 )
Site acquisition and zoning                             2,870       12,357         (9,487 )
Total                                                $ 27,621     $ 75,275      $ (47,654 )

We had revenue of $27.6 million for the six months ended December 31, 2008, versus $75.3 million for the six months ended December 31, 2007. This represents a decrease of $47.7 million, or 63%. Revenue from infrastructure construction and technical services decreased $38.2 million from $62.9 million, or 61% for the six months ended December 31, 2008 as compared to the six months ended December 31, 2007. Revenue from site acquisition and zoning decreased $9.5 million from $12.4 million, or 77%, for the six months ended December 31, 2008 as compared to the six months ended December 31, 2007. This decrease in revenue is related to several factors:

· Our largest customer during fiscal 2008, Sprint Nextel, cancelled purchase orders for work previously awarded to us, and asked us to delay the completion of other purchase orders. These cancellations and delays were related to Sprint's sale of its fourth generation, or 4G, WiMax networks business to Clearwire Communications, and were unrelated to our performance on these projects. This impacted our financial results in the quarters ended September 30 and December 31, 2008 and we expect it to continue to impact our financial results in the third and fourth quarter of fiscal 2009. We have received purchase orders related to the continuation of this work, and while we believe the 4G project will be a large one, we cannot predict with certainty when this work will pick-up again in earnest, or to what extent we will be asked to provide services to support this network build-out.

· We had an extraordinarily strong second quarter of fiscal 2008 because of a significant push by our then-largest customer to complete a large number of jobs during this period. As previously reported, we did not expect to match such results again this quarter.

Going forward, the general downturn in national and global economic conditions may impact us and possibly our customers, subcontractors, vendors and suppliers, but we cannot predict the extent of this impact at this time. We are seeing some pricing pressure in some of our service lines, but we believe this is attributable to a shift in our customer base and not necessarily economic conditions. In addition, bidding for some new projects has become more competitive. At the same time we are continuing to win new work across the country. Therefore, while we do not expect our quarterly revenue for the remainder of fiscal 2009 to match our revenue for the same periods in fiscal 2008, we do not expect it to decline sequentially during the third and fourth quarters of fiscal 2009 because of the new business we have been awarded.

We recognize revenues from contracts from infrastructure construction and technical services and site acquisition and zoning on the percentage-of-completion method of accounting.

Cost of Revenue
                                                      Six months ended
                                                        December 31,
                                                      2008         2007       (Decrease)
Infrastructure construction and technical services   $ 17,529     $ 42,064      $ (24,535 )
Site acquisition and zoning                               844        8,984         (8,140 )
Total                                                $ 18,373     $ 51,048      $ (32,675 )

Our cost of revenue was $18.4 million and $51.0 million for the six months ended December 31, 2008 and 2007, respectively. This represents a decrease of $32.7 million, or 64%, during a period when revenue decreased 63%. These amounts represent 67% and 68% of total revenue for the six months ended December 31, 2008 and 2007, respectively.

Cost of revenue for infrastructure construction and technical services decreased $24.5 million from $42.1 million for the six months ended December 31, 2007 to $17.5 million for the six months ended December 31, 2008. This represents a decrease of 58% during a period when corresponding revenue decreased 61%.

Cost of revenue for site acquisition and zoning decreased $8.1 million from $9.0 million for the six months ended December 31, 2007 to $0.8 million for the six months ended December 31, 2008. This represents a decrease of 91% during a period when corresponding revenue decreased 77%.

Gross Margin
                                                      Six months ended
                                                        December 31,
                                                     2008         2007       (Decrease)
Infrastructure construction and technical services   $ 7,222     $ 20,854      $ (13,632 )
Site acquisition and zoning                            2,026        3,373         (1,347 )
                                                     $ 9,248     $ 24,227      $ (14,979 )

Our gross margin for the six months ended December 31, 2008 decreased 62% to $9.2 million as compared to $24.2 million for the six months ended December 31, 2007. Our gross margin as a percentage of revenue was approximately 33% for the six months ended December 31, 2008, as compared to 32% for the six months ended December 31, 2007.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the six months ended December 31, 2008 were $10.6 million as compared to $13.1 million for the six months ended December 31, 2007. This represents an overall decrease of $2.5 million, or 19%, which consists primarily of decreases in insurance and professional fees of $0.7 million, rent and other occupancy costs of $0.4 million and payroll related expenses of $1.2 million.

Depreciation and Amortization

Depreciation recorded on fixed assets during the six months ended December 31, 2008 totaled approximately $0.5 million as compared to $0.4 million for the six months ended December 31, 2007. Amortization of intangible assets acquired as a result of the Digitcom and Radian acquisitions resulted in amortization expense of approximately $0.2 million in both of the six months ended December 31, 2008 and 2007, respectively.

Interest Expense

We recognized $0.1 million in interest expense during the six months ended December 31, 2008 as compared to $0.7 million during the six months ended December 31, 2007. This 86% decrease was primarily caused by the conversion in June 2008 of our 7% Subordinated Convertible Note with Sigma and the other participating noteholders and the reduced usage of our line of credit with PNC.

Amortization of Deferred Financing Fees and Accretion of Debt Discount

We recognized $30 thousand and $0.7 million in amortization of deferred financing fees and interest accretion caused by the issuance of warrants related to our financing transactions with Sigma and the other participating noteholders during the six months ended December 31, 2008 and 2007, respectively.

Income Taxes

We recorded an income tax benefit of $0.5 million and an income tax expense of $3.7 million for the six months ended December 31, 2008 and 2007, respectively. The effective income tax rate for the six months ended December 31, 2008 was 30% as compared to 40% for the six months ended December 31, 2007. Included in the income tax expense for the first quarter of fiscal 2009 is approximately $0.2 million representing an adjustment to certain items previously considered deductible to our fiscal year end 2008 income tax expense. This amount was not material to either our income tax expense or net income for fiscal 2008. This amount is reflected as a current tax expense for the six months ended December 31, 2008.

Liquidity and Capital Resources

At December 31, 2008, we had consolidated current assets of approximately $26.2 million, including cash and cash equivalents of approximately $2.2 million and net working capital of approximately $15.9 million. Historically, we have funded our operations primarily through operating cash flow, the proceeds of private placements of our common stock and borrowings under loan arrangements. The principal use of cash during the six months ended December 31, 2008 was to pay income taxes and to fund the payments in accounts payable and accrued expenses.

On April 17, 2008, our wholly owned subsidiary BCI Communications, Inc. ("BCI"), as borrower, became obligated under a Revolving Credit and Security Agreement (the "PNC Facility") with PNC Bank, National Association ("PNC") and such other lenders as may thereafter become a party to the PNC Facility (collectively, the "Lenders"). Under the terms of the PNC Facility, BCI is entitled to request that the Lenders make revolving advances to BCI from time to time in an amount up to the lesser of (i) 85% of the value of certain receivables owned by BCI and approved by the Lenders as collateral or (ii) a total of $15.0 million. Such revolving advances were used by BCI to repay existing indebtedness owed to Presidential, pay fees and expenses relating to entering into the PNC Facility and provide for BCI's working capital needs and shall be used to assist in the acquisition of companies engaged in the same line of business as BCI.

Interest on the revolving advances shall accrue (a) for domestic rate loans, at a rate per annum equal to the higher of (i) the base commercial lending rate of PNC as publicly announced to be in effect from time to time, or (ii) the federal funds open rate plus 1/2 of 1%, and (b) for Eurodollar rate loans, at a rate per annum equal to (i) the rate at which U.S. dollar deposits are offered by leading banks in the London interbank deposit market (as displayed by Bloomberg), divided by (ii) one minus the reserve percentage requirement as determined by the Board of Governors of the Federal Reserve System. Such amounts are secured by a blanket security interest in favor of the Lenders that covers all of BCI's . . .