<PAGE>   1

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 Form 10-KSB/A

   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
              OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.


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

                         COMMISSION FILE NUMBER: 0-6292

                  AARO BROADBAND WIRELESS COMMUNICATIONS, INC.
                   (FORMERLY AAROW ENVIRONMENTAL GROUP, INC.)
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

            NEVADA                                71-0752569
(STATE OR OTHER JURISDICTION OF       (IRS EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

                           210 PARK AVENUE, SUITE 2100
                          OKLAHOMA CITY, OKLAHOMA 73102
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
                    ISSUER'S TELEPHONE NUMBER: (405) 415-2750

           SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
      TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED
                           NONE                        NONE

           SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
                                  COMMON STOCK
                                (TITLE OF CLASS)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and has
been subject to such filing requirements for the past 90 days.  Yes [ ]  No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and nondisclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-KSB
or any amendment to this Form 10-KSB.  [X]

Issuer's revenues for its most recent fiscal period were $132,940.

The aggregate market value of the voting stock held by shareholders other than
officers, directors, or greater than 10% shareholders was $14,292,353 as of
March 29, 2001 based upon the average bid and asked prices on such date.

The number of outstanding shares of Common Stock as of March 29, 2001, was
53,639,182.

                     Transitional Small Business Disclosure
                              Format (Check one):
                                Yes [ ]  No [X]


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              PAGE
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<S>                                                                                                           <C>
Part I                                                                                                         -1-
Item 1. Description of Business                                                                                -1-
         General                                                                                               -2-
         Business                                                                                              -2-
         Marketing Opportunity                                                                                 -2-
         The Challenge                                                                                         -3-
         Aaro Wireless Solution                                                                                -4-
         Our Strategy                                                                                          -5-
         Service Offerings                                                                                     -5-
         Sales and Marketing                                                                                   -6-
         Technology and Operations                                                                             -6-
         Service Infrastructure                                                                                -7-
         Software Technology                                                                                   -7-
         Customer Service and Billing                                                                          -7-
         Contractual Arrangements                                                                              -8-
         Competition                                                                                           -8-
         Government Regulation                                                                                 -8-
         Environmental Matters                                                                                 -8-
         Employees                                                                                             -8-
         Corporate History                                                                                     -8-
Item 2.  Description of Property                                                                               -9-
Item 3.  Legal Proceedings                                                                                     -9-
Item 4.  Submission of Matters to a Vote of Security Holders                                                   -9-
Part II                                                                                                        -10-
Item 5.  Market for Common Equity and Related Stockholders Matters                                             -10-
Item 6.  Management's Discussion and Analysis or Plan of Operation                                             -12-
         Results of Operations                                                                                 -12-
         Liquidity and Capital Resources                                                                       -15-
Item 7.  Financial Statements                                                                                  -15-
Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure                                                                                  -15-
Part III                                                                                                       -16-
Item 9.  Directors, Executive Officers, Promoters, and Control Persons;
         Compliance with Section 16(a) of the Exchange Act                                                     -16-
Item 10.   Executive Compensation                                                                              -18-
           Compensation of Directors                                                                           -18-
           Stock Option Plan                                                                                   -18-
           Officer and Director Liability                                                                      -19-
Item 11.   Security Ownership of Certain Beneficial Owners and Management                                      -20-
Item 12.   Certain Relationships and Related Transactions                                                      -21-
Item 13.   Exhibits and Reports on Form 8-K                                                                    -21-
(a)      Exhibits                                                                                              -21-
(b)      Reports on Form 8-K                                                                                   -21-
</TABLE>


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          CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING INFORMATION

     Except for any historical information contained herein, the matters
discussed in this Annual Report on Form 10-KSB contain certain "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
with respect to our financial condition, results of operation and business. The
words "anticipate," "believe," "estimate," "expect," "plan," "intend" and
similar expressions, as they relate to us, are intended to identify
forward-looking statements. Such statements reflect our current views with
respect to future events and involve known and unknown risks, uncertainties and
other factors. We cannot be sure that any of our expectations will be realized.
Factors that may cause actual results, performance or achievements of us, or
industry results, to differ materially from those contemplated by such
forward-looking statements, include, without limitation: (1) our ability to meet
our existing debt service obligations and the availability of additional funds
to pursue our business plan; (2) our pace of entry into new domestic market
areas and the ability to secure building access; (3) the time and expense
required to build our planned network; (4) our ability to integrate and maintain
internal management, technical information and accounting systems; (5) our
ability to hire and retain qualified personnel to operate our business; (6) the
impact of changes in telecommunication laws and regulations; (7) our success in
gaining regulatory approval for our products and services, when required; (8)
our ability to successfully interconnect with the incumbent carriers; (9) the
timely supply of necessary equipment; (10) our ability to adjust to rapid
changes in technology and to prevent misappropriation of our technology; (11)
the intensity of competition; and (12) general economic conditions.

     Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.

Part I

Item 1.  Description of Business.

General

     Global Wireless Technologies, Inc. (Global Wireless) was incorporated on
April 21, 2000, and on May 1, 2000, merged with a subsidiary of Aarow
Environmental Group, Inc. (Aarow). As a result of this merger, the shareholders
of Global Wireless became the majority shareholders of Aarow. Additionally, the
officers and directors of Aarow were replaced by individuals associated with
Global Wireless. In connection with this merger, net liabilities of $359,663
were assumed. This transaction was considered a capital transaction equivalent
to the issuance of stock by Global Wireless (the accounting acquirer) for the
net assets of Aarow, with no goodwill or other intangible assets recorded,
accompanied by a recapitalization, similar to a reverse acquisition.
Accordingly, the financial information included in this annual report is that
of the accounting acquirer.

    Prior to this merger, Aarow did not have any significant business
operations, and as a result of this merger, Aarow began developing broadband,
fixed-wireless communication services to become a fully integrated
telecommunications services provider.

    On September 25, 2000, Aarow's name was changed to "Aaro Broadband Wireless
Communications, Inc." to more closely reflect its business emphasis.

    Currently, the Company operates a carrier-class network backbone utilizing
fiber-optic facilities from WorldCom and Asynchronous Transfer Mode switching
equipment from Cisco. Within any given metropolitan area, the Company utilizes
wireless radio technology to deliver the high bandwidth necessary to provide
application services, including video conferencing, video-on-demand and
application services hosting. Other application services provided are virtual
private networks and telephony services, using the Internet Protocol. The
Company offers, either directly or through distributorship arrangements, its
wireless communications services to commercial office space tenants and owners
who currently do not have high-bandwidth service.

    In this Annual Report on Form 10-KSB, we will refer to Aaro Broadband
Wireless Communications, Inc., a Nevada corporation, as "Aaro," "the Company,"
"we," "us," and "our." Additionally, financial information included


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in this report relates to Global Wireless from April 21, 2000 (Date of
Incorporation) and Aarow from May 1, 2000, the date of merger.

Business

     We are an integrated telecommunications services provider. We provide our
subscribers with high-capacity telecommunications transport for data, video and
voice applications. We offer our subscribers high-speed, multiple-homed access
to the Internet. We provide secure and reliable Virtual Private Network services
across multiple locations to our customers. Utilizing both Sun and Intel servers
located in our regional, class one data centers, we provide e-mail, web hosting,
applications hosting and collocation services to our customers. We provide video
conferencing services using the Internet Protocol (IP) throughout our network
and we have gateways to convert Internet Protocol conferences to an Integrated
Service Digital Network (ISDN) for compatibility with legacy networks and
devices located around the world. All of this is constantly monitored from our
Network Operations Center, which monitors the backbone, radios and electronics
in our radio frequency distribution activities, and the radios and devices in
our customer access portion of the network. We provide Wireless Local Area
Network (WLAN) services to our customers to extend their wireless freedom to
roam inside their campuses and buildings.

Market Opportunity

     We believe that the growth of the Internet, e-mail and wireless
communications creates a market opportunity for service providers capable of
delivering Internet, intranet and e-mail services over wireless communication
networks. We believe that the following trends contribute to this market
opportunity:

     The Growth of the Internet and E-commerce. The Internet and corporate
intranets are becoming an increasingly important global medium for
communications and commerce. The number of Internet users worldwide is projected
to increase from approximately 140 million at the end of 1998 to over 500
million by the end of 2003, according to International Data Corporation. In
addition, International Data Corporation estimates that the worldwide volume of
commerce conducted over the Internet was approximately $50 billion in 1998 and
will grow to approximately $1.3 trillion in 2003. Until recently, e-commerce has
been dependent upon wired computer access to the Internet, which we believe has
limited the overall demand and ability to conduct commercial transactions
electronically. The ability to access the Internet remotely through a variety of
wireless devices on a nationwide basis will, we believe, further increase
utilization of business-to-business and business-to-consumer e-commerce. We also
believe that the growth of the Internet and e-commerce will increase the demand
for wireless access to these services.

     The Demand for High-Speed Connectivity. The demand for high-speed Internet
connectivity is increasing due to the continued growth in e-commerce, online
stock trading, company intranets, sales and marketing online applications, and
availability of laptop computers. This growth in Internet applications continues
to fuel the demand for ever-increasing speeds of Internet connectivity. We view
this demand as a graph similar to the demand curve for increased computing
speed, program sophistication, and increased memory and storage capacity of the
desktop and laptop computers.

     The Proliferation of E-mail. E-mail is becoming an important means of
communication, with both the number of e-mail users and usage level per
individual projected to increase. Forrester Research, Inc. projects that daily
Internet e-mail traffic in the United States will increase from 100 million
e-mail messages per day in 1996 to 1.5 billion per day in 2002. We believe that
as e-mail becomes an important means of communication, there will be an
increasing desire for access to e-mail.

The Challenge

     While the wireless data services market is developing, widespread adoption
of wireless data services has been hindered by a number of factors, including:

o        limited distance coverage of wireless radios;

o        initially high customer premise equipment costs associated with using
         wireless data networks;


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o        confusion and unstable pricing from rooftop owners and operators for
         location of wireless radios;

o        data security concerns; and

o        a lack of personnel with the expertise to develop and operate wireless
         data systems;

     As a result of these challenges, an opportunity exists for wireless service
providers that are capable of offering an easy-to-use, cost-effective and
reliable wireless service.

Aaro Wireless Solution

     We offer our subscribers' an effective and comprehensive solution to these
challenges by our implementation of multipoint radios that operate below 10
Gigahertz in the frequency spectrum. We have entered into an agreement with a
leasing company to lower the initial cost of equipment at the customer's site,
and we are negotiating with national companies that specialize in rooftop access
for fixed-wireless carriers to stabilize the challenges of cost-effective
antenna location. Our radios incorporate some level of encryption technology
with the additional ability to encrypt information through our routers. Finally,
Aaro has acquired staff members with several years of radio experience. The key
components of our comprehensive wireless solution are as follows:

     Multi-point radio technology. Our "last mile" wireless technology centers
on multi-point radio systems that operate in the Unlicensed National Information
Infrastructure (UNII) frequency band. Because these radios operate well below
7-10 Gigahertz, they have little operational problems with rainfall, snow, fog
and other atmospheric conditions. This frequency is known as microwave radio as
opposed to millimeter radio above 10 Gigahertz, which is where most of the
licensed Local Multipoint Distribution Services (LMDS) radios used by our
competition. While we are limited in our power output, we can still achieve
service distances of three to ten miles between radios. Finally, these radios
are less expensive to deploy than Local Multipoint Distribution Services
solutions. A gigahertz is equal to one million Hertz, or cycles per second.
Hertz are used to quantify radio spectrum and the number of Hertz indicates the
information-carrying capacity of a communications channel. The Unlicensed
National Information Infrastructure frequency has been set aside by the Federal
Communications Commission (FCC) for use without the requirement of a usage
license. The Local Multipoint Distribution Services operates at a higher
frequency than our radios and can provide services at a higher speed. The Local
Multipoint Distribution Services frequencies require that the appropriate
license be obtained from the Federal Communications Commission.

     Offer Easy-To-Use Wireless Internet Access, E-commerce and E-mail. Our
subscribers can access their corporate intranet sites, Internet providers and
Web sites to obtain a broad variety of content (business and financial data,
news, sports, travel, entertainment, and personal contact) as well as conduct
e-commerce transactions (shopping, reservations and stock trading). In addition,
we offer a variety of e-mail solutions, which allow our subscribers to access
their e-mail at their existing Internet and business e-mail accounts.

     Video services. Videoconferencing allows businesses to conduct internal or
external meetings. While Videoconferencing has been around for more than ten
years, its implementation has lagged due to high costs and lack of bandwidth. We
provide abundant bandwidth at prices less expensive than what has traditionally
been available. Through our Virtual Private Networks, we provide a quality of
service that allows for high-quality video conferencing.

     Focus on Subscriber Service and Support. We strive to provide our
subscribers with easy-to-use wireless services. This begins with providing
customers with flexible wireless solutions that include all the necessary
components to implement service. In addition, we provide our customers with
advice during their purchase decision process through our direct sales
representatives, distributors and resellers, in order to help them choose the
appropriate combination of speed, service and pricing plan. Once a subscriber
has initiated services, we offer customer service and support. We intend to
offer our customer service and support 24 hours a day, seven days a week.
Existing subscribers can inquire about their accounts or receive technical
support through a toll free service.


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Our Strategy

     Our goal is to be a leading provider of wireless telecommunications
services and data solutions for businesses and individuals. We seek to enhance
our offerings with value-added services and additional functionality to
establish and expand our subscriber base and achieve a recurring revenue base.
Our strategy includes the following key elements:

     Offer Comprehensive and Flexible Solutions. We intend continually to
improve our subscribers' wireless experience by simplifying user interfaces,
expanding the features of the services, and improving the ease with which our
subscribers can personalize their services. We also intend to complement our
Web-based service offerings by providing customized solutions that meet the
specific needs of our existing and potential subscribers.

     Capitalize on Marketing and Branding Initiatives. We market and advertise
in order to establish our brand name and create sales opportunities. We intend
to expand our presence as a mass-market provider of wireless Internet access by
making an investment in establishing and building the Aaro brand. Through
utilization of a combination of mass media advertising and trade shows, we will
seek to expand our subscriber base, strengthen our customer relationships and
capture market share. We will supplement our existing subscriber acquisition
programs through Value-Added Reseller and distributor co-marketing programs. We
have and will continue to target market segments and geographic markets where we
believe there is opportunity for substantial subscriber penetration. We target
as a value-added reseller an entity that is currently in the business of
providing telecom and/or computer programming and consulting services to an
existing customer base. Value-added resellers are contracted to market and sell
our products and services to their existing customer base, thereby enhancing
their product offerings, and receive a percentage of ongoing revenue as sales
commissions.

     Expand Sales and Distribution Channels. We currently sell our services
through a combination of direct sales representatives and through indirect
channels such as value-added resellers and distributors. We intend to increase
our distributor sales force during the next 12 months. Distributors sell our
services and remit a percentage of their gross profit to us.

     Provide Superior Customer Service and Technical Support. Because wireless
Internet access is an evolving and growing communications channel, subscribers
may face a number of potential problems. We believe that even sophisticated
subscribers periodically have questions or encounter problems as applications
designed for wireless data proliferate. Consequently, we focus on providing high
levels of customer service and technical support in an effort to achieve maximum
levels of customer satisfaction. We currently provide monitored customer service
and support 24 hours a day, seven days a week, which is staffed from 8:00am to
5:00pm, Monday through Friday. Customer service and technical personnel are
on-call after business hours and on weekends. We intend to offer our monitored
and staffed customer service and support 24 hours a day, seven days a week.

     Continue to Develop Solutions With Wireless Technologies. We focus our
technology development efforts on applications and solutions, which integrate
with and enable wireless networks. We also intend to continue to develop
solutions that we expect will allow our services to operate on next generation
protocols, devices and networks. We believe that our relationships with wireless
network equipment manufacturers enhance our ability to continually adapt our
existing solutions and develop new systems to integrate with new technologies
and platforms as they emerge for commercial use. For example, we have been
selected to field test a newly developed Internet Protocol telephony and data
system, called Total Control 2000, developed by CommWorks Corporation, a wholly
owned subsidiary of 3Com Corporation. This platform design is being evaluated to
assess its ability to provide a scalable, voice and data management solution for
the developing Applications Services Provider (ASP) industry, an industry in
which software applications are made available to users for a fee, without the
user being required to purchase the software.

     Pursue Strategic Alliances. We intend to pursue alliances that we believe
will allow us to increase the scale and scope of our resources. In particular,
we expect to seek alliances that will expand our subscriber base and engineering
force, enabling us to enter new markets and provide new services.


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Service Offerings

     Access to the Internet. Our subscribers access either our services or their
existing Internet providers and the Web from all our locations. Through our
services, we provide a personal menu of popular Web sites, which enable our
subscribers to access a wide variety of Internet content. In order to insure
quality service to our subscribers, we have contracted with multiple Tier I
Internet providers to provide redundancy.

     Access to Corporate Networks. Our business customers often require secure
connections to their enterprise systems, but do not want to change the way that
their systems are configured. Through our virtual private network services, we
provide the required secure and reliable wireless access to corporate data.
Through standard Internet interfaces, our corporate subscribers will be able to
access their enterprise messaging systems such as Microsoft Exchange and Lotus
Notes or use value-added services such as sales force automation, customer
retention management and Web dispatch offerings.

     E-mail Services. We provide businesses and individual subscribers access to
a wide variety of e-mail services. Our business subscribers will be able to
manage their e-mail accounts if their corporate networks permit remote access.
In such cases, our subscribers will be able to send, receive, read, reply,
forward and delete their regular corporate e-mail on a remote basis. Individual
subscribers who have accounts at Internet service providers or Web portals, such
as Earthlink or Yahoo!, will be able to access those e-mail accounts when they
are using their existing wireline service or our wireless service.

     Unified messaging. An integration of e-mail, voice mail and fax into a
common inbox, the subscriber will be able to access the inbox from a telephone
or through a web browser.

     Virtual Private Networks (VPN). Virtual private networks allow subscribers
the ability to tie multiple business locations together in a secure environment.
Additionally, by using a Virtual Private Network, companies can allow key
personnel full access to the company's network remotely.

     Voice over Internet Protocol (VoIP) phones. When it becomes commercially
developed, Voice over Internet phones will be an option for businesses with
multiple locations in different area codes. Voice over Internet Protocol
technology connects long distance calls to other Internet Protocol phones and to
non-Internet Protocol phones. Conference calling/bridging, voice mail, and local
phone service are additional features of Voice over Internet Protocol
technology.

     Applications hosting. When available, we intend to provide applications
hosting, which will give customers the ability to outsource many common software
needs such as word processing, finance and database programs, and many other
productivity applications. Under this program, the software would reside on our
servers, not the customer's, eliminating lengthy and costly configurations for
new users and upgrades for existing customers.

     We currently sell and market to business customers. Additionally, we intend
to offer our wireless solutions applications in rural communities, allowing
these businesses and residents access to the wireless technologies available to
larger cities.

Sales and Marketing

Sales

     We currently sell our services directly through sales representatives and
indirectly through value-added resellers and distributors. In addition, we seek
to generate sales from joint marketing relationships and strategic alliances.

     Direct Sales Representatives. Our direct sales professionals focus
primarily on small to mid-sized corporate customers seeking to establish
wireless Internet services or video services for their employees or customers.
We also provide sales training for our value-added resellers and distributors
through our direct sales professionals.


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     Value-Added Resellers. We are seeking Value-Added Resellers that have an
established loyal customer base consisting mainly of small to mid-sized
businesses. These Value-Added Resellers and their employees must possess the
technical expertise and certifications relating to computers, software and
telecom necessary to provide the level of service we require. These Value-Added
Resellers will play an important role in the development of our high-speed fixed
broadband wireless communications network.

    Distributors. Distributors are selected based upon a screening process. A
distributor has exclusive rights to sell our service in a designated
geographical area.

Marketing

     The goal of our marketing plan is to establish our brand name and create
sales opportunities. Our efforts have been and will continue to be targeted in
market segments and geographic markets where we believe there is opportunity for
subscriber penetration. We intend to expand our presence as a mass-market
provider of wireless telecommunications access by making an investment in
establishing and building the Aaro brand.

     We intend to continually seek new ways to reach potential subscribers that
are learning about fixed wireless Internet communications. We also seek to
establish Aaro as a strong independent wireless Internet brand. Through a
combination of mass media advertising and trade shows, we intend to expand our
subscriber base, strengthen our customer relationships and capture market share.
We supplement our existing subscriber acquisition programs through Value-Added
Reseller and distributor co-marketing programs. We plan to continue to develop a
variety of co-marketing programs that make use of brand loyalties and existing
customer relationships.

     We intend to build a Carrier Class backbone featuring wireless "last mile"
connectivity and offer a package of fully integrated services including
telephony over Internet Protocol with both local and long distance services,
virtual private networks, video on demand, video conferencing, and unified
messaging.

     Our marketing plan includes the utilization of an experienced sales force
to reach the commercial customers in multi-tenant office buildings along with
contracted Value-Added Resellers. In addition, to capitalize on the
"first-to-market" theory, we are in the process of entering into exclusive
distributorship agreements for our products and services in various markets
throughout the United States. This allows us to open multiple markets at the
same time and to reduce our cash flow requirements because the distributor is
responsible for the customer build-out capital expenditures and the recurring
monthly expenses for its territory. Our initial cost outlay will be limited to
the construction of the distribution layer in the territory, which will be
offset by the initial distribution fee paid by the distributor.

Technology and Operations

Service Infrastructure

     Wireless Connectivity Centers. We operate data centers at our headquarters
in Oklahoma City, Oklahoma, Tulsa, Oklahoma and Austin, Texas. These data
centers are connected to multiple Tier-1 Internet backbone providers via
redundant high-capacity, high-speed leased Digital Signal 3 telecommunications
lines. In turn, these centers are meshed in an Asynchronous Transfer Mode
network using WorldCom supplied Digital Signal 3 circuits and Cisco Asynchronous
Transfer Mode switches. Asynchronous Transfer Mode technology allows for
broadband transmission of high-capacity telecommunications signals. A Digital
Signal-3 line is the equivalent of a collection of 672 digital voice circuits.
From these centers, we have established wireless distribution rings using
Western Multiplex Tsunami radios operating at 100 megabits per second, or one
million bits of information per second. These radios distribute our services, in
a self-healing ring, an integrated system of telecommunications signals that are
automatically re-routed if a connection is broken, among several prominent
rooftops in each market. Finally, we deploy multipoint radio systems on each of
these prominent rooftops to connect our customers' data sources to our network.

     Each data center is equipped with proven, industry standard equipment,
including Cisco networking equipment, Sun Sparc Enterprise UNIX servers,
high-end clustered Compaq servers, and Network Appliance NFS Servers. We believe
our data centers are capable of meeting the capacity demands and security
standards for services we developed or are developing for our customers.


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     We have built a Network Operations Center (NOC) in Oklahoma City. We staff
the center from 8:00 a.m. to 5:00 p.m. Central standard time on weekdays. In
addition, we intend to have our technical staff monitor network traffic, service
quality, and security 24 hours a day, seven days a week. We intend to continue
to invest in improved network monitoring software and hardware systems.

Software Technology

     Our strategy is to develop solutions using existing technologies and
industry standards in proprietary ways to continue to deliver customer-friendly
fixed broadband wireless services and applications, as well as allowing our
partners to develop wireless applications with standard development tools.

Customer Service and Billing

     We provide customer service, billing and product fulfillment at our
national headquarters location in Oklahoma City. Our customer service program
provides our subscribers with the ability to contact us through toll free
telephone, Web, or e-mail. Through our aarowireless.net Web site, subscribers
can access answers to Frequently Asked Questions and information about our
services 24 hours a day.

     We have seven customer service and technical support representatives who
handle inquiries about our services, equipment features and wireless
communications. Our customer service and technical support personnel are
available weekdays from 8:00 a.m. until 5:00 p.m. Central standard time. We
intend to expand our e-commerce Web site capabilities to include
self-provisioning, on-line billing, and interactive customer care during the
second half of 2001. We provide corporate customer billing for all subscription
fees, equipment, and other fees.

Contractual Arrangements

    During 2000, we sold our products under formal contracts ranging from
month-to-month to several years. The connectivity fee charged to the customer
varies depending upon the length of the contract. We are not dependent on any
one customer or contractual relationship with a customer, so no single customer
termination would have a material adverse effect upon our operations.

    We have granted the sole and exclusive master distributorship of our
products and services in Springfield, Missouri to Aaro Broadband Wireless
Communications of Missouri, L.L.C. on October 5, 2000, for an initial
distribution fee in the amount of $250,000 and a minimum monthly utilization fee
of $7,500. The initial distribution fee will be recognized as revenue over the
initial term of the distributorship agreement. We did not recognize any of the
income in the period ended December 31, 2000, as the build-out of the
distribution layer of the city was not completed until February 2001.

    We granted the exclusive right to the Oklahoma Municipal League to contract
to provide our products and services within the service areas of the Oklahoma
Municipalities (as defined within the agreement) in Oklahoma. The Oklahoma
Municipal League agreed to serve as the exclusive distributor of our products
and services in the service areas of the Oklahoma Municipalities. This agreement
does not give the Oklahoma Municipal League the right to enter into any
contracts or agreements for the products and services with any municipalities or
other entities outside of Oklahoma without our prior written consent. This
agreement is for a two-year period ending November 16, 2002 (the "Initial
Term"). The term of this agreement will automatically renew for three additional
two-year terms; provided, however; that either we or the Oklahoma Municipal
League may terminate this agreement at the end of the term pursuant to written
notice of such termination no less than 90 days prior to the end of the term.

    We entered into an agreement for Web Site Development on December 4, 2000,
with e-Leasing Corporation. We are developing a customized Web Site to be used
for commercial purposes by e-Leasing Corporation. We recognized $12,380 as
revenue in the period ended December 31, 2000, under this contract.

    On November 22, 2000, we entered into an Independent Contractor Agreement
with Natel, L.L.C. for the programming and hardware configuration support
related to the development of a call management platform for the Cisco VCO/4K
voice switch. This agreement is for a period of 12 months at a monthly fee paid
in advance


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on the first day of each and every month during the term plus reasonable
expenses incurred by us for travel and living expenses as a result of this
agreement. We recognized $52,000 as revenue in the period ended December 31,
2000, under this contract.

Competition

    We are competing with larger, better-funded companies. To offset this risk,
we offer a suite of applications at a competitive cost. The number of small to
medium-sized companies entering the fixed wireless field is growing steadily.
Our challenge is to be first in the marketplace with the highest quality
applications and service.

Government Regulation

    Our operations are subject to various federal, state and local requirements
that affect businesses generally, including taxes, postal regulations, labor
laws, and environment and zoning regulations and ordinances. Although our
operations are not currently subject to regulation as a provider of Internet
Protocol based voice services, there is the risk that these operations will
become subject to state public utility commissions that regulate Internet
Protocol based voice services.

Environmental Matters

    We are required to comply with federal, state and local environmental
standards in installing our antennas.

Employees

    At December 31, 2000, we had 32 full-time employees dedicated to our
wireless communications operations. Our future performance depends in
significant part upon the continued service of our key technical and management
personnel and our continuing ability to attract and retain highly qualified and
motivated personnel in all areas of our operations. Competition for qualified
personnel is intense. We provide no assurance that we can retain key managerial
and technical employees or that we can attract, assimilate or retain other
highly qualified personnel in the future. Our employees are not represented by a
labor union. We have not experienced any work stoppages and consider our
employee relations to be good.

Corporate History

     Global Wireless Technologies, Inc. (Global Wireless) was incorporated on
April 21, 2000, and on May 1, 2000, merged with a subsidiary of Aarow
Environmental Group, Inc. (Aarow). As a result of this merger, the stockholders
of Global Wireless became the majority shareholders of Aarow. Additionally, the
officers and directors of Aarow were replaced by individuals associated with
Global Wireless. In connection with the merger, net liabilities of $359,663
were assumed. This transaction was considered a capital transaction, equivalent
to the issuance of stock by Global Wireless for the net assets of Aarow, with no
goodwill or other intangible assets recorded, accompanied by a recapitalization;
similar to a reverse acquisition.


Item 2.  Description of Property.

    Our executive offices and operations are located in 8,232 square feet the
21st floor of Oklahoma Tower at 210 Park Avenue, Oklahoma City, Oklahoma. In
addition, we lease 6,199 square feet on the 18th floor of Oklahoma Tower to use
for our National Operations Center. These facilities are leased under long-term
leases requiring monthly rental payments of $17,281, which includes the rooftop
rental payments, expiring April 30, 2010. Furthermore, we occupy 8,595 square
feet of leased office space on the 2nd Floor at 110 West 7th Street, Tulsa,
Oklahoma. These facilities are leased under long-term leases requiring the
monthly rental payments of $10,579, which includes the rooftop rental payments
expiring June 30, 2005. We have also entered into various rooftop lease
contracts in Oklahoma City and Tulsa, which are leased under long-term leases
requiring monthly rental payments ranging from $250 to $2,000.


                                       8
<PAGE>   11


Item 3.  Legal Proceedings

     As of December 31, 2000, the Company had the following legal proceedings
pending.

     On October 27, 2000, an action styled Patricia A. Camp v. Aarow
Environmental Group, Inc., Utica Publishing Corporation. D. Fredrick Shefte,
Sammy D. Yates, and Jim W. Bolt, Case No. CIV 2000-1135-4, was filed in the
Circuit Court of Washington County, Arkansas. Ms. Camp alleges that in or about
1995, she was a 50% partner with Jim Bolt operating under an oral partnership
agreement as the Arkansas Chronicle. In late 1996 Ms. Camp and Jim Bolt
allegedly acquired from Sammy D. Yates a business known as Copies Plus and
operated and managed Copies Plus as co-owners and participants in a joint
enterprise. Furthermore, in 1999, Messrs. Bolt and Yates allegedly merged or
consolidated the Arkansas Chronicle and Copies Plus into a new Utica Publishing
Corporation that on September 2, 1999, merged with Aarow Environmental Group,
Inc. In August 1999, Ms. Camp allegedly was approached by Mr. Bolt to sign an
agreement for the stock purchase and sale of Utica Publishing to Aarow
Environmental. Ms. Camp states that she did sign the agreement without reading
the complete document and she now claims that she did not receive the proper
number of shares of common stock for her interest in Utica Publishing. We
believe there are no merits to this case as it relates to us.

     We are vigorously defending this case and intend to pursue any claims that
we may have against Ms. Camp.

     Billie J. Burns v. Aarow Environmental Group, Inc. a/k/a Aaro Broadband
Wireless Communications Corporation (Case No. CJ-2000-5829) was filed in the
District Court of Oklahoma County, Oklahoma on August 10, 2000. Ms. Burns
alleges that she owns 69,011 shares of our common that were issued by Holiday
Resorts International, Inc. ("Holiday") and 2,861 issued in the name of
Rendezvous Trails of America, Inc. ("Rendezvous") (Holiday and Rendezvous being
previous names of Aaro). Ms. Burns is demanding (i) that we issue to her 138,022
of Aaro's $0.001 par value common stock (representing the total claimed shares
held by Ms. Burns subsequent to the March 5, 1996 two for one stock split); and
(ii) that we reimburse her for any diminishment in value of the claimed shares
from her original demand date. We have investigated the Plaintiff's claim and
find it to be without merit. Aaro is vigorously defending the claims of Ms.
Burns. On December 1, 2000, the Plaintiff filed a Motion for Partial Summary
Judgment. We have filed responsive pleadings. We are waiting on a ruling from
the District Court on such Motion.

     Additionally, the Company is subject to a claim for the issuance of
approximately 3,242,000 shares of common stock. The claimant alleges that he
holds common shares of Aaro's predecessors, which are convertible into common
stock of Aaro. Such shares are not recognized as outstanding by Aaro or
reflected in our common stock records. We do not believe the claimant has valid
rights to any such shares and we are investigating this claim and vigorously
defending our position.

Item 4.  Submission of Matters to a Vote of Security Holders

     There were no matters submitted to a vote of the security holders during
the fourth quarter of 2000.


                                       9
<PAGE>   12


Part II

Item 5.  Market for Common Equity and Related Stockholders Matters.

     Our common stock is included and quoted on the NASD OTC Bulletin Board
under the symbol "AARW," formerly under the symbol "AARO." The following table
sets forth, for the periods presented, the high and low closing bid quotations
on the OTC Bulletin Board. The bid quotations reflect inter-dealer prices
without adjustment for retail markups, markdowns or commissions and may not
reflect actual transactions.

<TABLE>
<CAPTION>
                                                                                                    COMMON STOCK
                                                                                                 CLOSING BID PRICES
                                                                                                HIGH              LOW
<S>                                                                                             <C>              <C>
2000:
    First Quarter Ended March 31........................................................        $     .43        $.10
    Second Quarter Ended June 30........................................................        $    2.94        $.18
    Third Quarter Ended September 30....................................................        $    1.00        $.44
    Fourth Quarter Ended December 31....................................................        $    1.02        $.22
1999:
    First Quarter Ended March 31........................................................        $     .25        $.02
    Second Quarter Ended June 30........................................................        $     .27        $.02
    Third Quarter Ended September 30....................................................        $     .37        $.05
    Fourth Quarter Ended December 31....................................................        $     .43        $.06
</TABLE>

     On March 29, 2001, we had approximately 1,429 holders of our Common Stock.

Penny Stock Trading Rules

     Our common stock is subject to the "penny stock" trading rules. The penny
stock trading rules impose additional duties and responsibilities upon
broker-dealers recommending the purchase of a penny stock (by a purchaser that
is not an accredited investor as defined by Rule 501(a) promulgated under the
Securities Act of 1933, as amended) or the sale of a penny stock. Among such
duties and responsibilities, with respect to a purchaser who has not previously
had an established account with the broker-dealer, the broker-dealer is required
to (i) obtain information concerning the purchaser's financial situation,
investment experience, and investment objectives, (ii) make a reasonable
determination that transactions in the penny stock are suitable for the
purchaser and the purchaser (or his independent adviser in such transactions)
has sufficient knowledge and experience in financial matters and may be
reasonably capable of evaluating the risks of such transactions, followed by
receipt of a manually signed written statement which sets forth the basis for
such determination and which informs the purchaser that it is unlawful to
effectuate a transaction in the penny stock without first obtaining a written
agreement to the transaction. Furthermore, until the purchaser becomes an
established customer (i.e., having had an account with the dealer for at least
one year or the dealer having effected for the purchaser three sales of penny
stocks on three different days involving three different issuers), the
broker-dealer must obtain the purchaser's written agreement for the penny stock
which sets forth the identity and number of shares or units of the security to
be purchased prior to confirmation of the purchase. A dealer is obligated to
provide certain information disclosures to the purchaser of a penny stock,
including (i) a generic risk disclosure document which is required to be
delivered to the purchaser before the initial transaction in a penny stock, (ii)
a transaction-related disclosure prior to effecting a transaction in the penny
stock (i.e., confirmation of the transaction) containing bid and asked
information related to the penny stock and the dealer's and salesperson's
compensation (i.e., commissions, commission equivalents, markups and markdowns)
in connection with the transaction, and (iii) the purchaser-customer must be
furnished account statements, generally on a monthly basis, which include
prescribed information relating to market and price information concerning the
penny stocks held in the account. The penny stock trading rules do not apply to
those transactions in which a broker-dealer or salesperson does not make any
purchase or sale recommendation to the purchaser or seller of the penny stock.

     Compliance with the penny stock trading rules may affect the ability to
resell the common stock by a holder principally because of the additional duties
and responsibilities imposed upon the broker-dealers and salespersons
recommending and effecting sale and purchase transactions in such securities. In
addition, many broker-dealers will not effect transactions in penny stocks,
except on an unsolicited basis, in order to avoid


                                       10
<PAGE>   13


compliance with the penny stock trading rules. The penny stock trading rules
consequently may materially limit or restrict the liquidity typically associated
with other publicly traded equity securities. Therefore, the holder of penny
stocks may be unable to obtain on resale the quoted bid price because a dealer
or group of dealers may control the market in such securities and may set prices
that are not based totally on competitive forces. Furthermore, at times there
may be a lack of bid quotes which may mean that the market among dealers is not
active, in which case a holder of penny stocks may be unable to sell such
securities. In addition, because market quotations in the over-the-counter
market are often subject to negotiation among dealers and often differ from the
price at which transactions in securities are effected, the bid and asked
quotations of securities traded in the over-the-counter market may not be
reliable.

Dividend Policy

    Our dividend policy is to retain any future earnings to support the
expansion of our operations. Our Board of Directors does not intend to pay cash
dividends on the common or preferred stock in the foreseeable future. Any future
cash dividends will depend on future earnings, capital requirements, our
financial condition and other factors deemed relevant by our Board of Directors.

Recent Sales of Unregistered Securities

     During the quarter ended December 31, 2000, we issued or became obligated
to issue (I) 11,390,702 shares of our common stock, (ii) 1,680,000 redeemable
warrants each exercisable for the purchase of one share of our common stock and
(iii) 2,000,000 shares of Series I Preferred Stock convertible into 6,000,000
shares of our common stock. The following summarizes these stock issuances:

     Pursuant to a private offering, we sold 84 units solely to accredited
investors. Each unit consisted of 30,000 shares of common stock and 20,000
redeemable warrants. In connection with this offering we sold 2,520,000 shares
of our common stock and 1,680,000 redeemable warrants, each exercisable for the
purchase of one share of our common stock and received cash proceeds of
$840,000.

     The holders of 2,842,770 shares of our series I convertible preferred stock
converted their preferred shares into 8,528,310 shares of our common stock and
the shares of preferred stock were cancelled. In connection with this
conversion, we did not receive any proceeds.

     As compensation to our independent directors, we issued 57,143 shares of
our common stock. In connection with this issuance, we did not receive any
proceeds.

     The holder of warrants exercisable for the purchase of 350,000 shares of
our common stock exercise the warrants. This exercise was pursuant to the
cashless exercise provisions of the warrants, and we became obligated to issue
199,138 shares of our common stock. Because of the cashless exercise, we did not
receive any proceeds from this exercise of the warrants.

     We also issued 86,111 shares of our common stock as compensation for
services provided or to be provided by the recipients of these share. We did not
receive any proceeds in connection with the issuance of these shares.

     We sold 2,000,000 shares of our series I convertible preferred stock to The
Oklahoma Publishing Company for $2,000,000.

     We relied on Rule 506 of Regulation D promulgated under and Sections 4(2)
and 4(6) of, the Securities Act of 1933, as amended, for exemption from the
registration requirements of this Act as well as applicable state securities
laws. Each purchaser of the common stock was furnished information concerning
our operations, and each had the opportunity to verify the information supplied.
Additionally, we obtained a signed representation from each of the above named
persons in connection with the offer of our common stock of his, her or its
intent to acquire such stock for the purpose of investment only, and not with a
view toward the subsequent distribution thereof each of the certificates
representing. The certificates evidencing the common stock were stamped with a
legend restricting transfer of the securities represented thereby, and we issued
stop transfer instructions to our transfer agent and registrar of the common
stock. No commissions were paid on any of the above stock transactions.


                                       11
<PAGE>   14


Item 6. Management's Discussion and Analysis or Plan of Operation

     Certain statements set forth below under this caption constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Please refer to page 1 of this Annual Report on
Form 10-KSB for additional factors relating to such statements.

Results of Operations

Overview

     Our main activities have consisted of acquisitions of building access
rights, hiring of management and other key personnel, raising of funds,
development of operating systems and purchase and deployment of our equipment
and network. Since May 1, 2000, we have initiated commercial service using our
fixed wireless broadband technology in three cities.

     Our losses, as well as our negative operating cash flow have been
significant to date. We expect both to continue until we can generate a customer
base through the combined efforts of direct sales and our distributorship sales
that will generate revenues to fund our operating expenses. After we initiate
service in our market areas, we expect to have positive operating margins by
increasing the number of customers and selling of additional capacity or
services without significantly increasing related capital expenditures or
operating costs. Our ability to generate positive cash flow will depend on
capital expenditures in new market areas, competition in our current market
areas and any potential adverse regulatory developments.

Factors Affecting Future Operations

     Our ability to expand effectively will depend upon, among other things,
monitoring operations, controlling costs, maintaining regulatory compliance,
raising capital to pay expenses, interconnecting with the incumbent carriers,
maintaining effective quality controls, securing building access, expansion of
our accounting systems and attracting, assimilating and retaining qualified
technical personnel and management. Failure to retain senior management, key
staff, expand our customer base, purchase adequate supplies of equipment, secure
building rooftop access and increasing the capacity of our network would cause
our customers to experience delays in connection of service. Failure to meet the
expectations of our customers would have a material adverse effect on our
business.

     Our method of utilizing a distribution ring for our network around a city
has only been commercially used on a limited basis. We selected this technology
because we believe it complements existing wireless and wired technologies that
we employ in our networks. If this technology does not perform as expected or
provide the advantages that we expect, our business, financial condition and
results of operations may be materially adversely affected.

     The planned expansion of our business will require significant capital to
fund capital expenditures, working capital needs, debt service and the cash flow
deficits generated by operating losses and current cash balances will not be
sufficient to fund the current business plan. Our principal capital expenditure
requirements will include:

               o   employee salaries and benefits
               o   connectivity fees
               o   office and rooftop leases
               o   network equipment and software
               o   debt service
               o   other operating expenses

     Part of our strategy is to utilize a distributorship network to expand our
customer base and achieve greater market penetration more rapidly. We believe
that by implementing this strategy, we can capitalize on our distributors'
familiarity with their market area, customer affiliations, financial strength,
their experienced


                                       12
<PAGE>   15


personnel and minimize our requirement for incremental expenditures. We are in
the process of entering into exclusive distributorship agreements for our
products and services in various markets throughout the United States. This
allows us to open multiple markets at the same time and to reduce our cash flow
requirements since the distributor is responsible for the customer build-out
capital expenditures and the recurring monthly expenses for their territory. Our
initial cost outlay will be limited to the construction of the distribution
layer in the territory, which will be offset by the initial distribution fee
charged to the distributor.

     We are also currently seeking additional debt and/or equity financing to
fund liquidity needs. In the event that we are unable to obtain additional funds
or to obtain funds on acceptable terms or in sufficient amounts, we will be
required to delay the development of our network or take other actions. This
could have a material adverse effect on our business, operating results and
financial condition and ability to achieve sufficient cash flow to service debt
requirements and meet operating expenditures.

Revenues

     We offer an integrated list of products including fixed wireless broadband
connectivity, Internet access, Web-design, e-mail services, virtual private
networks and wireless local area networks. We market these services currently to
small and medium-sized businesses with future plans to offer our services to
residential customers as the pricing and technology permits. We seek to attract
these customers through a broad product offering, customer service and a
competitive pricing structure. We anticipate that our competitors may reduce
their prices as increased competition begins to reduce their market penetration.
We expect to remain competitive if market prices decline.

Operating Costs

     The costs required to operate and maintain our networks includes real
estate leases for operations centers, servers, switches, distribution antennas,
customer antennas, radios, routers, connectivity facilities between operations
centers and individual cities, leasing of capacity lines, the cost to
interconnect and terminate traffic with other network and internet service
providers, software licensing fees and network design.

Sales, General and Administrative Costs

     We incur costs related to the selling, marketing and promotion of our
products and services. These costs include the costs of personnel as well as
advertising costs to develop brand awareness of the Aaro name.

     In addition, we incur operating costs such as customer service, technical
support, billing and collections, data processing, general management,
accounting, office leases, administrative functions, depreciation and financing
costs. Areas that will require more personnel as our customer base grows include
customer service, technical support, accounting, billing and information
systems. These areas have required upfront capital expenditures and operating
costs in this building stage that we have experienced.

Capital Expenditures

     Our main capital expenditure to date has been in the area of building out
our national and regional operations centers. This network infrastructure
includes a National Operations Center in Oklahoma City, Oklahoma and two
Regional Operations Centers presently constructed in Tulsa, Oklahoma and Austin,
Texas.

Customer Connectivity Equipment

     The purchase and installation of the customer connectivity equipment
includes an antenna, radio unit, power supply, multiplexer, router and
installation materials. Customers in the same building may share this equipment,
which reduces our capital outlay per customer.

Distribution Locations

     A distribution location can serve several customers within a 360-degree
coverage area. A distribution location typically comprises six sectors, each of
which cover a section of the service area depending upon coverage and capacity
requirements. Each sector requires one or more antennae and radio units
depending


                                       13
<PAGE>   16


upon the concentration of the customers and traffic within each sector. Costs
incurred on each distribution location are typically higher than are costs per
customer site. We will be able to add additional distribution equipment as the
customer demand requires.

Distribution Locations to Regional Operations Center

     We transport traffic between our distribution locations to our Regional
Operations Centers by utilizing fiber optic technology provided by third
parties, for which we pay a monthly fee.  We also incur monthly costs for
traditional circuit-based switches, line cards for interfacing with the backhaul
networks and with the networks of other carriers, packet-based routers and power
systems.

Network Operations Center

     Network operations center costs include investments in developing a
command, control and communications center to monitor and manage our entire
network infrastructure. Further costs include investments in applications and
commercial hardware and software solutions customized for problem identification
and network monitoring.

Data Center

     Our data center is designed for the 24-hour a day routing of Internet
traffic and hosting of Web sites and e-mail. Costs to develop our data center
include investment in computer hardware and software, multi-redundant mechanics,
utilities and environmental controls, security systems and broadband
connectivity.

Information Technology

     Costs to acquire, develop and enhance our information technology will
require capital investment. Systems for billing, customer services, finance and
network monitoring are under development and undergoing further enhancement.

Discussion of Period Ended December 31, 2000

     During the period ended December 31, 2000, we had revenue of $132,940
resulting from custom programming, consulting and providing broadband wireless
transport. We experienced delays in the deployment of service to new cities and
the execution of our business plan due to cash flow shortages, delays in
availability of computer equipment and the litigation with Broadband and
Broadcom. We are continuing to acquire the necessary equipment to complete the
deployment of our Regional Operations Centers, National Operations Center and
individual customer sites for our wireless communications services. During the
last quarter of 2000, we signed our first "Exclusive Master Distributorship
Agreement", entered into an agreement with the Oklahoma Municipal League
granting them the sole and exclusive right for Oklahoma municipalities for our
products and services in Oklahoma and entered two contracts for programming and
Web development services.

     Operating expenses of $4,597,235 consisted predominately of facilities and
telecom charges, depreciation-amortization, contract services, occupancy costs
and employee costs.  Facilities and telecom charges of $452,060 were incurred as
we connected offices and Regional Operations Centers with the National
Operations Center and related site expenses for wireless transmission.  Contract
services include expenses related to professional services and contract labor
fees and totaled $344,396.  Occupancy costs of $266,510 include the costs of
office leases, insurance and office related expenses.  Public relations expenses
to promote our products and services amounted to $175,967, which included trade
show and promotional costs.  Employee costs totaled $1,951,135 for the period
ended December 31, 2000. Employee travel totaled $205,212 and depreciation
accounted for $450,632. Other miscellaneous operating expenses for the
eight-month period subsequent to the merger with Global Wireless were $242,323.
Other Operating Expense in the amount of $509,000 was mainly due to litigation
expenses associated with settlement of the Broadband and Broadcom lawsuits.

     Interest expense of $342,363 was primarily the result of the accretion of
the discount on short-term notes issued to serve as "bridge financing" while we
raised capital in two separate 506 Private Placements. This accretion was a
non-cash expense. The additional interest expense was attributable to debt
service on short-term bank financing.


                                       14
<PAGE>   17


Income Taxes

     Due to net losses, no provision for income taxes was necessary for 2000.

     At December 31, 2000, we had net operating loss carryforwards of
approximately $5,525,000, which will expire at various dates beginning in 2016.
Because such carryforwards can only be used to offset future taxable income, a
valuation allowance has been provided until it is more likely than not that
taxable income will be generated. Also, due to the change in control on May 1,
2000, the utilization of net operating loss carryforwards of $883,000 will be
limited under Section 382 of the Internal Revenue Code.

Liquidity and Capital Resources

     For the period ended December 31, 2000, we financed our growth from
borrowings and sale of our equity securities. Net cash used by operating
activities totaled $2,740,057 in the period April 21, 2000 through December 31,
2000. Net cash used by investing activities in the same period totaled
$2,493,259 due mainly to the purchase of equipment. Cash flows provided by
financing activities were $5,965,091 during the period ended December 31, 2000.
During the period ended December 31, 2000, we had a net cash increase of
$731,775.

     On June 30, 2000, we completed a private placement offering of 8,000,000
units, each unit consisting of one share of Common Stock and one Redeemable
Warrant at $.25 per unit. We received net proceeds from this offering of
$1,996,422. Each of the redeemable warrants is exercisable until June 30, 2005
for the purchase of one share of common stock for $2.00 (as modified in February
2001). These funds have been utilized for the purpose of payment of current
liabilities and development of our wireless communications networks and
marketing of the related products and services.

     On October 5, 2000, we sold 2,000,000 shares of Series I Preferred Stock
for $2,000,000. Upon issuance, $1,752,000 of the proceeds was allocated to the
intrinsic value of the beneficial conversion feature, resulting in a discount on
the preferred stock. Because these securities are convertible at the date of
issuance, the discount was fully recognized as a return to the preferred
stockholder at the date of issuance.

     In addition, as of December 31, 2000, we received net proceeds from a
second private placement offering of $960,000 for sale of 96 units, each unit
consisting of 30,000 shares of common stock and 20,000 redeemable warrants. Each
of the redeemable warrants is exercisable until June 30, 2005, for the purchase
of one share of common stock for $2.00 (as modified in February 2001). We have
utilized these funds for the purpose of payment of current liabilities,
development of our wireless communications networks, marketing of the related
products and services and to retire short-term notes payable. As a part of this
private placement, notes payable with face amounts of $500,000 and carrying
amounts of $329,284 were exchanged for 50 units. This exchange resulted in the
extinguishment of the notes payable and an extraordinary loss of $170,716.

     We are also currently seeking additional debt and/or equity financing to
fund liquidity needs. In the event that we are unable to obtain additional funds
or to obtain funds on acceptable terms or in sufficient amounts, we will be
required to delay the development of our network or take other actions. This
could have a material adverse effect on our business, operating results and
financial condition and ability to achieve sufficient cash flow to service debt
requirements and meet operating expenditures.

Item 7.  Financial Statements

     The Company's financial statements that are prepared in accordance with
Regulation S-B are set forth in this Report, beginning on page F-1.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

     There have been no disagreements of the type required to be included in
this Report between management of the Company and its independent accountant
during 2000 and 1999.


                                       15
<PAGE>   18


Part III

Item 9.  Directors, Executive Officers, Promoters and Control Person; Compliance
         with Section 16(a) of the Exchange Act.

    The following table sets forth certain information with respect to each
executive officer and director of the Aaro serving as of December 31, 2000.
Directors are generally elected at the annual shareholders' meeting and hold
office until the next annual shareholders' meeting and until their successors
are elected and qualified. Executive officers are elected by the Board of
Directors and serve at its discretion. The Bylaws of the Company authorize the
Board of Directors to be constituted of not less than one and such number as the
Board of Directors may from time to time determine by resolution or election. At
December 31, 2000, the Board consisted of ten members.

<TABLE>
<CAPTION>
NAME                                        AGE               POSITION
----                                        ---               --------
<S>                                         <C>               <C>
Ronald L. Baker.............................51................President, Chief Executive Officer and Director
Michael W. Canfield.........................50................Chief Financial Officer, Treasurer and Director
J. Michael Erhart...........................45................Vice President, Chief Technology Officer and Director
Norman S. Leighty...........................53................Chief Operating Officer and Chairman of the Board
Richard R. Stutsman.........................45................General Counsel, Secretary and Director
Steven G. Zabel.............................52................Vice President of Corporate Development and Director
William Miller II, PhD......................49................Director
Bobby Schmidt...............................60................Director
Joseph H. Johns.............................51................Director
Michael R. Hecomovich.......................53................Director
</TABLE>

    As of December 31, 2000, the executive officers of Aaro devoted their full
time to the business.

    The following is a brief description of the business background of the
executive officers and directors of the Aaro:

    Ronald L. Baker was elected as President, Chief Executive Officer and
Director subsequent to the merger with Global Wireless Technologies, Inc. With
20 years of wireless telecommunications experience, Mr. Baker is a recognized
speaker and known as a futurist and visionary on the future of wireless. Ron
Baker was one of the first 13 employees hired by McCaw Cellular during the
inception of the commercialized cellular telephone industry during the
mid-1980s. During his twelve years of wireless experience at McCaw, Ron moved
from being the first field person hired to responsibility for developing the
national accounts program, other sales channels and numerous vertical
applications. A member of McCaw's inner circle advisory councils, Baker headed
numerous special projects, including the virtual office, disaster recovery,
digital data and fixed wireless. When AT&T purchased McCaw in 1996, Ron stayed
on for one year before moving over to assist the launching of new markets and
major accounts for Western Wireless.

     During the past three years, he grew his own companies, GetMore
Communications, GetMore Telecom, and GetMore Internet, selling from 14 retail
locations.

     Mr. Baker has served on three national committees that have guided members
of Congress in formulating regulations for the telecommunications industry. He
is a Cofounder of United States Disaster Preparedness Council, which implemented
Storm Signal Alert in Oklahoma City in 1999, and has served as an Advisor to the
Federal Law Enforcement Wireless Users Group. (FLEWUG), to the Public Safety
Wireless Advisory Council (PLASWAC), and to the Intelligent Transportation
System.

     Michael W. Canfield is the Chief Financial Officer, Treasurer and Director
with 28 years experience in all aspects of corporate finance including
financing, insurance, income taxes, accounting and information systems. About 18
years were spent as CFO of the rapidly growing companies, Hobby Lobby Stores,
Inc. and Carpet World Stores, Inc. Mr. Canfield's B.S. degree in accounting was
received at the University of Central Oklahoma in 1972. Affiliated with the
American Institute of Certified Public Accountants, Oklahoma Society of
Certified


                                       16
<PAGE>   19


Public Accountants, and the Financial Executive Institute, Mike has also served
as a Speaker/Small Group Leader of the Oklahoma Student Leadership Forum on
Faith and Values.

     J. Michael Erhart serves as the Chief Technology Officer and a Director.
His responsibilities include the design, implementation and operation of Aaro's
national ATM backbone network and local broadband wireless services, and the
computing technology that will provide an array of application services. He has
extensive technical and project management experience with network management
emphasizing SNMP, with telecommunications hardware and software, and with
TCP/IP, SNA, Banyan Vines, AppleTalk and other communications protocols, and has
commensurate programming experience.

     Mike is a recognized telecom expert with 20 years of accomplishments, most
recently as the CTO of Chickasaw Telephone, an independent regional telephone
company, and with the Oklahoma State Regents for Higher Education where he led
as Director of Telecommunications and Computing Services. He is a member of the
OK Data Processing and Telecommunications Advisory Committee and President of
the Oklahoma City Forum. He received the Oklahoma Distance Learning
Association's Outstanding Service Award and another service award for the
development of a strategic plan for Oklahoma telecommunications.

     Norman S. Leighty serves as the Chief Operating Officer and Chairman of the
Board. He is a creative and proven executive with both domestic and
international marketing and operations experience. He has demonstrated success
in both turnaround and start-up situations, increasing market share and
profitability.

     His accomplishments include the conception and development of a new sales
and marketing program for a software development company; the direction of the
most successful product launch in company history, achieving $16 million in
sales at a 60% gross profit; management of a $7.5 million advertising budget;
and the complete redesign of one company's electric motor business.

     Internationally, Mr. Leighty developed strategy and served as a key member
of the acquisitions team that negotiated the purchase of a division valued at
$24 million; established and directed a sales organization in Japan, increasing
sales from $350,000 to $5.5 million in less than four years; played a key role
in his company's acquisition of its first European asset and successfully
integrated the operation into corporate structure.

     Richard R. Stutsman is the General Counsel, Secretary and Director. Mr.
Stutsman has a Juris Doctorate, University of Oklahoma, and Masters Degree in
Tax Law, Boston University. He is a member of the Oklahoma Bar Association.
Richard has 18 years experience in the area of corporate law and taxation with
major law firms and in private practice.

     Steven G. Zabel serves as the Vice President of Corporate Development and
Director. Mr. Zabel has over 20 years of entrepreneurial and 11 years of telecom
experience, including sales, sales management and development. Mr. Zabel's
greatest strengths are establishing and maintaining trust in individual
relationships, subsequently generating investments and sales. Zabel's
charismatic and down-to-earth nature may seem contrary to his large physical
presence - Steve attended the University of Oklahoma (B.S., Business Education)
where he was a two-time All-Big Eight and All-American football player. Drafted
in the NFL first round by the Philadelphia Eagles, Steve spent five years with
the Eagles, four years with the New England Patriots, and one year with the
Baltimore Colts. After his retirement from football, Steve leveraged his
football stamina into various entrepreneurial endeavors, all through which he
maintained the trust of repeat investors and customers.

     Dr. William D. "Bill" Miller II, Ph.D. was the first of four external
appointments to the Aaro Board. He currently serves as the Director of the
Oklahoma Aeronautics and Space Commission, overseeing 123 airports in Oklahoma.
He is a retired Army officer and holds a Ph.D. in training and development from
the University of Oklahoma.


     Bobby Schmidt is an external appointment to the Aaro Board with forty years
experience in management. He was the former CFO of Carson, Pirie & Scott. Bobby
currently serves on the board of Avista Corporation. He was a member of the
Chicago Board of Trade.

     Joseph H. Johns adds over twenty years experience in the information
technology industry. A retired U.S. Navy Captain, Joe is currently the executive
in charge of IBM's printer supplies and paper businesses worldwide, and a former
executive with Harris Corporation and Dataproducts Corporation (now Hitachi Koki
Imaging Solutions). Joe also serves as Chairman of the Board of Directed Energy
Solutions, a private corporation that develops laser technology.


                                       17
<PAGE>   20


     Michael R. Hecomovich, an external appointment to the Aaro Board, is the
CEO of Global Marketing Services. He has experience in sales, sales management,
and operations. Mr. Hecomovich is a former Brigade Commander at the U.S. Naval
Academy, and received his master's degree in International Management.


Item 10.  Executive Compensation

    The following table sets forth certain information with respect to the total
compensation, paid or accrued, of the Officers of the Company during 2000, 1999
and 1998.

<TABLE>
<CAPTION>
                                            Annual Compensation
                                            -------------------
                                                                                          All Other
Name and Principal Position             Year         Salary(1)           Bonus(2)      Compensation(3)
---------------------------             ----         ---------           --------      ---------------
<S>                                     <C>          <C>                 <C>           <C>
Ronald L. Baker..................       2000         $  72,223           $     --         $ 41,122
  President, CEO and Director....       1999         $      --           $     --         $     --
                                        1998         $      --           $     --         $     --
Norman S. Leighty................       2000         $  76,977           $     --         $ 46,428
  COO and Chairman of                   1999         $      --           $     --         $     --
     the Board                          1998         $      --           $     --         $     --
J. Michael Erhart................       2000         $  66,266           $     --         $ 49,057
  VP, Chief Technology Officer ..       1999         $      --           $     --         $     --
     and Director                       1998         $      --           $     --         $     --
Michael W. Canfield..............       2000         $  68,189           $     --         $ 42,166
   CFO and Director                     1999         $      --           $     --         $     --
                                        1998         $      --           $     --         $     --
Steven G. Zabel..................       2000         $  52,833           $     --         $ 41,957
   VP of Business Development....       1999         $      --           $     --         $     --
       and Director                     1998         $      --           $     --         $     --
Richard R. Stutsman..............       2000         $  73,667           $     --         $ 31,749
    General Counsel and                 1999         $      --           $     --         $     --
        Director                        1998         $      --           $     --         $     --
D. Frederick Shefte..............       2000         $      --           $     --         $     --
     President                          1999         $   7,800           $     --         $ 32,356
                                        1998         $      --           $     --         $     --
</TABLE>


(1) Dollar value of base salary (both cash and non-cash) earned during the year.
(2) Dollar value of bonus (both cash and non-cash) earned during the year.
(3) Includes stock awards at estimated fair value in lieu of salary taken by the
    officers. Also, includes value of the company autos, health insurance,
    disability insurance and life insurance for officers.

Compensation of Directors

    Our directors, that are employees, are not currently compensated for
attending meetings of the directors and committees of the Board of Directors,
but are reimbursed out-of-pocket expenses. The compensation on non-employee
directors has been determined by our Board of Directors to be $500 per
non-employee director per meeting plus common shares to be issued totaling
$50,000 per year based upon the closing stock price of the stock on the date of
the signed director's agreement and non-employee directors are reimbursed
out-of-pocket expenses incurred in attending meeting of directors and committees
on which they serve.

Stock Option Plan

    Our stock option plan provides for the issuance of incentive stock options
("ISO Options") with or without stock appreciation rights ("SARs") and
non-incentive stock options ("NSO Options") with or without Stock Appreciation
Rights to our employees and consultants, including employees who also served as
directors. The total number of shares of Common Stock authorized and reserved
for issuance under the Plan is 2,500,000. As of December 31, 2000, no options
had been granted under the Plan.


                                       18
<PAGE>   21


    The Stock Option Committee, administers and interprets the Plan and has
authority to grant options to all eligible and determine the types of options,
with or without Stock Appreciation Rights, granted, the terms, restrictions and
conditions of the options at the time of grant, and whether Stock Appreciation
Rights, if granted, are exercisable at the time of exercise of the option to
which the Stock Appreciation Right is attached.

    The option price of the Common Stock is determined by the Stock Option
Committee, provided such price may not be less than the fair market value of the
shares on the date of grant of the option. The fair market value of a share of
the Common Stock is determined by averaging the closing high bid and low asked
quotations for such share on the date of grant of the option or, if not quoted,
by the Stock Option Committee. Upon the exercise of an option, the option price
must be paid in full, in cash or with a Stock Appreciation Right. Subject to the
Stock Option Committee's approval, upon exercise of an option with a Stock
Appreciation Right attached, a participant may receive cash, shares of common
stock or a combination of both in an amount or having a fair market value equal
to the excess of the fair market value, on the date of exercise, of the shares
for which the option and Stock Appreciation Right are exercised over the option
exercise price.

    Options granted under the Plan may not be exercised until six months after
the date of the grant and rights under a Stock Appreciation Right may not be
exercised until six months after the Stock Appreciation Right was attached to
the option, if not attached at the time of the grant of the option, except in
the event of death or disability of the participant. Incentive Stock Options and
any Stock Appreciation Rights are exercisable only by participants while
actively employed as an employee or a consultant or our subsidiary, except in
the case of death, retirement or disability. Options may be exercised at any
time within three months after the participant's retirement or within one year
after the participant's disability or death, but not beyond the expiration date
of the option. No option may be granted after December 28, 2005. Options are not
transferable except by will or by the laws of descent and distribution.

Officer and Director Liability

    The Articles of Incorporation and Bylaws of Aaro provide that Aaro shall
indemnify its directors and officers to the full extent permitted by the Nevada
General Corporation Law. Under such provisions, any director or officer, who in
his capacity as such, is made a party to any suit or proceeding, may be
indemnified if the Board of Directors determines such director or officer acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of Aaro. The Articles of Incorporation and Bylaws of Aaro and
the Nevada General Corporation Law further provide that such indemnification is
not exclusive of any other rights to which such individuals may be entitled
under the Articles of Incorporation, the Bylaws, an agreement, vote of
shareholders or disinterested directors or otherwise. Insofar as indemnification
for liabilities arising under the Act may be permitted to directors and officers
of Aaro, we have been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

Change-in-Control Agreement

    We have a change-in-control agreement with our six officers. The provisions
of this agreement entitle each of the officers to receive up to three times
their current annual compensation, continuation of certain benefits, and full
vesting of any stock awards if there is a change in control in Aaro and their
employment is terminated.

    For the purpose of this agreement, a "Change-in-Control" shall be deemed to
have occurred if:

                  a.  individuals who, on the date hereof, are members of the
                      Board of Directors of Aaro (the "Board") cease for any
                      reason to constitute at least 75% of the members of such
                      Board, unless the election, or the nomination for election
                      by our stockholders, of each new director was approved by
                      a vote of at least 75% of the members of such Board then
                      still in office who were members of such Board of the date
                      hereof; or

                  b.  after the date hereof, any "person" (as such term is used
                      in Sections 13(d) and 14(d) (2) of the Securities Exchange
                      Act of 1934 ("Exchange Act") becomes the "beneficial
                      owner' (as defined in Rule 13d-3 under the Exchange Act),
                      directly or indirectly, of securities of Aaro representing
                      25% or more of the combined voting power of our then
                      outstanding securities (such "Person" hereafter referred
                      to as a "Major Stockholder"); or


                                       19
<PAGE>   22


                  c.  the stockholders of the Aaro shall approve a merger,
                      consolidation or dissolution or the sale, lease or
                      exchange of all or substantially all of Aaro's assets.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

     The following table presents certain information as to the beneficial
ownership of the Company's common stock as of March 29, 2001, of (i) each person
who is known to us to be the beneficial owner of more than five percent of our
common stock, (ii) each current director and executive officer, and (iii) our
current executive officers and directors as a group together with their
percentage holdings of the outstanding shares. All persons listed have sole
voting and investment power with respect to their share unless otherwise
indicated, and there is no family relationship between our executive officers
and directors. For purposes of the following table, the number of shares and
percent of ownership of the common stock that the named person beneficially owns
includes shares of common stock that such person has the right to acquire on or
before May 11, 2001 (including conversion of preferred stock into common stock);
however, such shares are not included for the purposes of computing the number
of shares beneficially owned and percent of outstanding common stock of any
other named person.

<TABLE>
<CAPTION>
                                                                                             Common Stock
                                                                                       --------------------------
                                                                                          Shares       Percent of
                                                                                       Beneficially       Share
Name and Address of Beneficial Owner                                                     Owned **       Ownership
                                                                                       ------------    ----------
<S>                                                                                    <C>             <C>
Ronald L. Baker (1).............................................................         12,201,748         20.39%
    210 Park Avenue
    Suite 2100
    Oklahoma City, Oklahoma 73102
The Oklahoma Publishing Company (2).............................................          9,200,000         14.99%
    9000 Broadway Extension
    Oklahoma City, Oklahoma 73114
J. Michael Erhart (3)...........................................................            963,399          1.61%
Michael W. Canfield (4).........................................................            417,300              *
Norman S. Leighty (5)...........................................................          2,110,540          3.48%
Richard R. Stutsman (6).........................................................            545,659              *
Steven G. Zabel (7).............................................................            985,839          1.65%
William Miller II, PhD (8)......................................................            337,312              *
Bobby Schmidt (9)...............................................................          1,116,667          1.86%
Joseph H. Johns (10)............................................................          2,157,143          3.57%
Michael R. Hecomovich (11) .....................................................            144,162              *
Executive Officers and Directors
     as a Group (ten individuals) (12)..........................................          20,979769         33.44%
</TABLE>

----------
     *   Less than 1%.
     **  Includes shares that are subject to a divestiture agreement in the case
         the employment of the named officer person is terminated.
     1)  The shares beneficially owned and the percentages include 490,000
         shares owned by Jesslyn Dee Baker, wife of Mr. Baker and 70,000 shares
         of common stock issuable upon exercise of Redeemable Warrants.
     2)  The shares beneficially owned and the percentages include 6,000,000
         shares of common stock issuable upon conversion of our Series I
         Convertible Preferred Stock and 1,600,000 shares of common stock
         issuable upon exercise of Redeemable Warrants.
     3)  The shares beneficially owned and the percentages include 734,760
         shares owned by Mr. Erhart's living trust, 100,000 shares owned by
         Doris Erhart, wife of Mr. Erhart and 50,000 shares of common stock
         issuable upon exercise of Redeemable Warrants.
     4)  The shares beneficially owned and the percentages include 100,000
         shares owned by Dollie E. Canfield, wife of Mr. Canfield.
     5)  The shares beneficially owned and the percentages include 155,000
         shares owned by Sharon J. Leighty, wife of Mr. Leighty and 850,000
         shares of common stock issuable upon exercise of common stock purchase
         warrants held by Mr. Leighty.


                                       20
<PAGE>   23


     6)  The number of shares and percentages include 100,000 shares of common
         stock issuable upon exercise of common stock purchase warrants held by
         Mr. Stutsman and 150,000 shares owned by Nancy L. Stutsman, wife of Mr.
         Stutsman.
     7)  The shares beneficially owned and the percentages include 50,000 shares
         of common stock issuable upon exercise of Redeemable Warrants.
     8)  The shares beneficially owned and the percentages include 115,000
         shares of common stock owned in joint tenancy with his wife and 163,000
         shares of common stock owned in a family trust with his two sisters.
     9)  The shares beneficially owned and the percentages include 600,000
         shares of common stock issuable upon exercise of Redeemable Warrants.
     10) The shares beneficially owned and the percentages include 1,200,000
         shares of common stock issuable upon exercise of Redeemable Warrants.
     11) The shares beneficially owned and the percentages include 50,000 shares
         of common stock issuable upon exercise of Redeemable Warrants.
     12) The shares beneficially owned and the percentages include the shares
         beneficially owned by Messrs. Baker, Erhart, Canfield, Leighty,
         Stutsman, Zabel, Miller, Schmidt, Johns and Hecomovich, our officers
         and directors.

Item 12.  Certain Relationships and Related Transactions

    Set forth below is a description of transactions entered into between the
Company and certain of its officers, directors, and shareholders during 2000 and
1999. Certain of these transactions will continue in effect and may result in
conflicts of interest between such individuals and us. Although each person may
have a fiduciary duty to our shareholders, and us there can be no assurance that
conflicts of interest will always be resolved in our favor.

     Our officers received 14,468,552 shares of our common stock in connection
with our merger with Global Wireless Technologies, Inc. Of these officers,
Ronald L. Baker was considered a "promoter" and received 11,641,748 shares of
our common stock as a result of the merger with Global. Mr. Baker, like the
other officers, only paid the $.001 par value of the shares of Global common
stock that was exchanged for our shares of common stock. A total of 13,523,552
of these shares are subject to a divestiture agreement that will take effect
under certain circumstances involving the termination of employment. However, if
there is a change in the voting control or management control representing a
"change in control", the divestiture agreement will terminate The shares issued
to the officers' spouses are not covered by this divestiture agreement. This
divestiture agreement is designed to expire incrementally over a three-year
period from the date of issuance of the shares. If we terminate, without cause,
the officer's employment or the officer dies prior to the end of the three-year
period, then the officer, or the officer's beneficiary, will be entitled to
retain ownership of all the common shares. Only if the officer voluntarily
terminates his employment, or if we terminate the officer with cause, will the
divestiture agreement be enforced.

Item 13. Exhibits and Reports on Form 8-K

Exhibits--

2.3      Agreement For Stock Purchase, dated September 2, 1999, amongst
         Registrant, Jim Bolt, Sam Yates, Trish Camp, Paul Bryan, Lucia Kugler,
         Nick Bohannon, Jay McDonald, Tony Amend, Mel Robinson, Ray and Marie
         Forehand, and Utica Publishing Company, Inc., is incorporated by
         reference to Form 8-K filed with the Commission on September 17, 1999.

3.1      Articles of Incorporation of Registrant are incorporated by reference
         to Form 8-K, dated March 5, 1996, filed with the Commission on March
         20, 1996.

3.2      Second Amendment of Articles of Incorporation is incorporated by
         reference to Schedule 14C, dated August 23, 2000, filed with the
         Commission on August 25, 2000

3.3      Bylaws of Registrant are incorporated by reference Form 8-K, dated
         March 5, 1996, filed with the Commission on March 20, 1996.


                                       21
<PAGE>   24


4.1      Form of Certificate of Common Stock of Registrant is incorporated by
         reference to Form 8-K, dated March 5, 1996, filed with the Commission
         on March 20, 1996.

4.2      Certificate of the Powers Designation, Rights and Preferences for the
         Series I Convertible Preferred Stock of Registrant, dated March 5,
         1996, is incorporated by reference to Form 8-K, dated March 7, 1996,
         filed with the Commission on March 22, 1996.

4.3      Rain Forest - Moose, Ltd. 1996 Stock Option Plan, adopted February 21,
         1996, incorporated by reference to Form 10-KSB, dated March 8, 1996.

10.1*    Change-in-Control Key Employee Agreement, dated January 18, 2001,
         amongst Ronald L. Baker, Michael W. Canfield, J. Michael Erhart, Norman
         S. Leighty, Richard R. Stutsman and Steven G. Zabel.

10.2     Settlement Agreement, dated September 20, 2000, by and between
         Registrant, Getmore Communications, Inc., GKD, Inc., Ronald L. Baker,
         Gary Duke, Broadband Wireless International Corporation f/k/a Black
         Giant Oil Company, Ivan Webb, BroadCom Wireless Communications
         Corporation a/k/a BroadCom Communications Group, a/k/a Broadband
         Wireless Communications Corporation, is incorporated by reference to
         Form 10-QSB filed with the Commission on November 20, 2000.

10.3     Merger Agreement, dated May 23, 2000 with Support 24, Inc. and
         Registrant is incorporated by reference to Form 10-QSB filed with the
         Commission on November 20, 2000.

10.4     Contract, dated November 16, 2000, with the Oklahoma Municipal League
         and Registrant is incorporated by reference to Form 10-QSB filed with
         the Commission on November 20, 2000.

21*      Subsidiary of Registrant.

---------

*Previously Filed.

                                       22
<PAGE>   25


SIGNATURES

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

                                AARO BROADBAND WIRELESS COMMUNICATIONS, INC.
                                    (Registrant)

                                By: /s/  Ronald L. Baker
                                         Ronald L. Baker, President


                                By: /s/  Michael W. Canfield
                                         Michael W. Canfield, Chief Financial
                                         Officer

Date: June 7, 2001

     In accordance with the Exchange Act, 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>
                  Name                                     Title                                    Date
                  ----                                     -----                                    ----
<S>                                           <C>                                                <C>
  /s/  RONALD L. BAKER                      , President and Director                             June 7, 2001
--------------------------------------------
     Ronald L. Baker


 /s/ MICHAEL W. CANFIELD                    , Chief Financial Officer and Director               June 7, 2001
--------------------------------------------
     Michael W. Canfield


 /s/ NORMAN S. LEIGHTY                      , Chief Operating Officer and Chairman               June 7, 2001
--------------------------------------------
     Norman S. Leighty


 /S/ J. MICHAEL ERHART                      , VP, Chief Technology Officer and Director          June 7, 2001
--------------------------------------------
     J. Michael Erhart


 /s/ STEVEN G. ZABEL                        , VP Business Development and Director               June 7, 2001
--------------------------------------------
     Steven G. Zabel


 /s/ RICHARD R. STUTSMAN                    , VP Internal Affairs and Director                   June 7, 2001
--------------------------------------------
     Richard R. Stutsman
</TABLE>


                                       23
<PAGE>   26


                          INDEX TO FINANCIAL STATEMENTS

                  AARO BROADBAND WIRELESS COMMUNICATIONS, INC.


<TABLE>
<S>                                                                                       <C>
Report of Independent Certified Public Accountants                                        F-2

Consolidated Balance Sheet, December 31, 2000                                             F-3

Consolidated Statement of Operations for the Period From April 21, 2000 (date of
    incorporation) Through December 31, 2000                                              F-4

Consolidated Statement of Stockholders' Equity for the Period From April 21,
    2000 (date of incorporation) Through December 31, 2000                                F-5

Consolidated Statement of Cash Flows for the Period From April 21, 2000 (date of
    incorporation) Through December 31, 2000                                              F-6

Notes to Consolidated Financial Statements                                                F-7
</TABLE>


                                      F-1
<PAGE>   27


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Aaro Broadband Wireless Communications, Inc.

We have audited the accompanying consolidated balance sheet of Aaro Broadband
Wireless Communications, Inc. (a Nevada corporation) and Subsidiaries (see Note
A), as of December 31, 2000, and the related consolidated statements of
operations, stockholders' equity and cash flows for the period from April 21,
2000 (date of incorporation) through December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Aaro Broadband
Wireless Communications, Inc. and Subsidiaries, as of December 31, 2000, and the
consolidated results of their operations and their consolidated cash flows for
the period from April 21, 2000 (date of incorporation) through December 31, 2000
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net loss of $4,957,000 for the period from April 21, 2000
(date of incorporation) through December 31, 2000, and, as of December 31, 2000,
the Company's current liabilities exceeded its current assets by $2,537,000.
These factors, among others, as discussed in Note H to the financial statements,
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note H. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




GRANT THORNTON LLP


Oklahoma City, Oklahoma
February 16, 2001



                                      F-2
<PAGE>   28


         AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2000



<TABLE>
<S>                                                                                  <C>
                                    ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                                        $    731,775
    Accounts receivable                                                                     7,787
    Inventories                                                                            13,099
    Prepaid expenses and deposits                                                           9,000
                                                                                     ------------

                  Total current assets                                                    761,661

PROPERTY AND EQUIPMENT - AT COST, net                                                   4,357,055

OTHER ASSETS                                                                               57,249
                                                                                     ------------

                                                                                     $  5,175,965
                                                                                     ============

                              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable - trade                                                         $  2,560,582
    Accrued and other current liabilities                                                 325,859
    Notes payable and other short-term obligations                                        412,452
                                                                                     ------------

                  Total current liabilities                                             3,298,893

DEFERRED REVENUE                                                                          434,682

STOCKHOLDERS' EQUITY
    Series I preferred stock - $.001 par value; authorized, 5,000,000 shares;
       issued and outstanding, 2,000,000 shares; liquidation
       preference of $2,000,000                                                             2,000
    Common stock - $.001 par value; authorized,  200,000,000 shares; issued
       and outstanding, 53,776,044 shares                                                  53,776
    Additional paid-in capital                                                          8,230,397
    Accumulated deficit                                                                (6,709,125)
    Unearned directors' fees                                                             (134,658)
                                                                                     ------------
                                                                                        1,442,390
                                                                                     ------------

                                                                                     $  5,175,965
                                                                                     ============
</TABLE>

         The accompanying notes are an integral part of this statement.


                                      F-3
<PAGE>   29


          AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS

  Period from April 21, 2000 (date of incorporation) through December 31, 2000


<TABLE>
<S>                                                         <C>
Revenues
    Communication services                                  $     54,032
    Equipment sales                                               13,499
    Other                                                         65,409
                                                            ------------

                  Total revenues                                 132,940

Operating costs and expenses
    Cost of equipment sold                                        11,599
    System operating and support                               1,091,780
    Sales, general and administrative                          2,534,224
    Litigation settlement                                        509,000
    Depreciation and amortization                                450,632
                                                            ------------

                  Total operating costs and expenses           4,597,235
                                                            ------------

                  Loss from operations                        (4,464,295)

Interest and other income                                         20,516
Interest expense                                                (342,363)
Other expense                                                       (267)
                                                            ------------

                  Net loss before extraordinary loss          (4,786,409)

Extraordinary loss on extinguishment of debt                    (170,716)
                                                            ------------

                  NET LOSS                                    (4,957,125)

Preferred stock - discount recognition                        (1,752,000)
                                                            ------------

Net loss applicable to common stockholders                  $ (6,709,125)
                                                            ============

Basic and diluted net loss per common share                 $       (.16)
                                                            ============

Weighted average common shares outstanding                    40,681,142
                                                            ============
</TABLE>


         The accompanying notes are an integral part of this statement.


                                      F-4
<PAGE>   30


          AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

  Period from April 21, 2000 (date of incorporation) through December 31, 2000



<TABLE>
<CAPTION>
                                                              Preferred stock            Common stock        Additional
                                                          ----------------------    ----------------------    paid-in
                                                            Shares       Amount       Shares       Amount     capital
                                                          ----------    --------    -----------   --------   ----------
<S>                                                       <C>           <C>          <C>          <C>        <C>
April 21, 2000 (date of incorporation)                            --    $     --     17,944,000   $ 17,944   $       --
Recapitalization                                           2,842,770       2,843     11,235,934     11,235     (373,741)
1st private placement of common stock                             --          --      8,000,000      8,000    1,988,422
2nd private placement of common stock                             --          --      2,880,000      2,880      957,120
Issuance of preferred stock, net of amount
   allocated to beneficial conversion feature              2,000,000       2,000             --         --      246,000
Intrinsic value of beneficial conversion feature
   on issuance of preferred stock                                 --          --             --         --    1,752,000
Recognition of discount on preferred stock                        --          --             --         --    1,752,000
Common stock issued in connection with litigation
   settlement                                                     --          --      3,000,000      3,000      663,600
Proceeds allocated to stock purchase warrants
   issued with debt                                               --          --             --         --      456,493
Intrinsic value of beneficial conversion feature
   on issuance of debt                                            --          --             --         --       75,000
Common stock issued on conversion of notes payable                --          --        500,000        500       74,500
Issuance of stock for directors' fees                             --          --        277,284        277      199,723
Amortization of unearned directors' fees                          --          --             --         --           --
Other issuances of common stock and stock purchase
   warrants                                                       --          --      1,211,378      1,212      445,165
Cashless conversion of warrants                                   --          --        199,138        199         (199)
Conversion of preferred stock                             (2,842,770)     (2,843)     8,528,310      8,529       (5,686)
Net loss from April 21, 2000 (date of incorporation)
   through December 31, 2000                                      --          --             --         --           --
                                                          ----------    --------    -----------   --------   ----------

              Balance at December 31, 2000                 2,000,000    $  2,000     53,776,044   $ 53,776   $8,230,397
                                                          ==========    ========    ===========   ========   ==========

<CAPTION>

                                                                          Unearned
                                                          Accumulated     directors'
                                                            deficit         fees           Total
                                                          -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>
April 21, 2000 (date of incorporation)                    $        --    $        --    $    17,944
Recapitalization                                                   --             --       (359,663)
1st private placement of common stock                              --             --      1,996,422
2nd private placement of common stock                              --             --        960,000
Issuance of preferred stock, net of amount
   allocated to beneficial conversion feature                      --             --        248,000
Intrinsic value of beneficial conversion feature
   on issuance of preferred stock                                  --             --      1,752,000
Recognition of discount on preferred stock                 (1,752,000)            --             --
Common stock issued in connection with litigation
   settlement                                                      --             --        666,600
Proceeds allocated to stock purchase warrants
   issued with debt                                                --             --        456,493
Intrinsic value of beneficial conversion feature
   on issuance of debt                                             --             --         75,000
Common stock issued on conversion of notes payable                 --             --         75,000
Issuance of stock for directors' fees                              --       (200,000)            --
Amortization of unearned directors' fees                           --         65,342         65,342
Other issuances of common stock and stock purchase
   warrants                                                        --             --        446,377
Cashless conversion of warrants                                    --             --             --
Conversion of preferred stock                                      --             --             --
Net loss from April 21, 2000 (date of incorporation)
   through December 31, 2000                               (4,957,125)            --     (4,957,125)
                                                          -----------    -----------    -----------

              Balance at December 31, 2000                $(6,709,125)   $  (134,658)   $ 1,442,390
                                                          ===========    ===========    ===========
</TABLE>


         The accompanying notes are an integral part of this statement.


                                      F-5
<PAGE>   31

          AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

  Period from April 21, 2000 (date of incorporation) through December 31, 2000


<TABLE>
<S>                                                                                   <C>
Increase (Decrease) in Cash and Cash Equivalents

Cash flows from operating activities
  Net loss                                                                            $(4,957,125)
  Adjustments to reconcile net loss to net cash used in operating activities
      Loss on extinguishments of debt                                                     170,716
      Depreciation and amortization                                                       450,632
      Stock issued for services                                                           446,377
      Noncash interest expense                                                            322,304
      Amortization of unearned directors' fees                                             65,342
      Net increase in
        Accounts receivable                                                                (7,785)
        Inventories                                                                       (13,099)
        Prepaid expenses and deposits                                                     (27,774)
        Accounts payable - trade                                                          214,020
        Accrued and other current liabilities                                             161,653
        Deferred revenue                                                                  434,682
                                                                                      -----------

         Net cash used in operating activities                                         (2,740,057)

Cash flows from investing activities
  Acquisition of property and equipment                                                (2,493,259)

Cash flows from financing activities
  Proceeds from borrowings                                                                507,959
  Payments on borrowings                                                                 (138,447)
  Issuance of preferred stock                                                           2,000,000
  Private placements of common stock                                                    2,456,422
  Initial capitalization                                                                   17,944
  Cash acquired in merger                                                                      72
  Proceeds from borrowings allocated to stock purchase warrants and
    beneficial conversion feature                                                         454,541
  Proceeds from stock issued in connection with litigation settlement                     666,600
                                                                                      -----------

         Net cash provided by financing activities                                      5,965,091
                                                                                      -----------

         NET INCREASE IN CASH AND CASH EQUIVALENTS                                        731,775

Cash and cash equivalents at beginning of period                                               --
                                                                                      -----------

Cash and cash equivalents at end of period                                            $   731,775
                                                                                      ===========

Cash paid during the period for interest                                              $     1,000
                                                                                      ===========

Supplemental Schedule of Noncash Investing and Financing Activities

During the period from April 21, 2000 (date of incorporation) through December
31, 2000, the Company had the following other noncash investing and financing
activities:


    Issuance of warrants for loan issue costs                                         $    76,952
    Issuance of common stock for unearned directors' fees                                 200,000
    Conversion of debt for common stock                                                   404,284
    Assets acquired in merger                                                                  72
    Liabilities assumed in merger                                                        (359,735)
</TABLE>

         The accompanying notes are an integral part of this statement.


                                      F-6
<PAGE>   32


          AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

    Global Wireless Technologies, Inc. (Global Wireless) was incorporated on
    April 21, 2000, and on May 1, 2000, merged with a subsidiary of Aarow
    Environmental Group, Inc. (Aarow). As a result of this merger, the
    stockholders of Global Wireless became the majority stockholders of Aarow.
    Additionally, the officers and directors of Aarow were replaced by
    individuals associated with Global Wireless. In connection with the merger,
    net liabilities of $359,663 were assumed. This transaction was considered a
    capital transaction equivalent to the issuance of stock by Global Wireless
    (the accounting acquirer) for the net assets of Aarow, with no goodwill or
    other intangible assets recorded, accompanied by a recapitalization, similar
    to a reverse acquisition. Accordingly, the accompanying financial statements
    are those of the accounting acquirer.

    Prior to this merger, Aarow did not have significant business operations
    and, as a result of this merger, Aarow began developing broadband,
    fixed-wireless communication services to become a fully integrated
    telecommunications services provider.

    On September 25, 2000, Aarow's name was changed to "Aaro Broadband Wireless
    Communications, Inc." to more closely reflect its business emphasis. Aaro
    Broadband Wireless Communications, Inc. (the Company) is a Nevada
    corporation.

    Currently, the Company operates a carrier class network that utilizes
    wireless transport technology to deliver the broadband width necessary to
    effectively run and provide application services, including video
    conferencing, video on demand and application services hosting. Other
    services are expected to include virtual private networks and telephone
    service, both local and long distance, over Internet protocol. The Company
    offers its wireless communications services to commercial office space
    tenants and owners who currently do not have high bandwidth service, either
    directly or through distributorship arrangements.

    A summary of the significant accounting policies consistently applied in the
    preparation of the accompanying consolidated financial statements follows.

    1. Consolidation

    The consolidated financial statements include the accounts of Aaro Broadband
    Wireless Communi-cations, Inc. and its wholly owned subsidiaries. All
    material intercompany accounts and transactions have been eliminated.


                                      F-7
<PAGE>   33

          AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

    2. Cash and Cash Equivalents

    Cash equivalents include all highly liquid debt instruments purchased with a
    maturity of three months or less.

    Cash equivalents include a bank deposit account which periodically sweeps
    available cash into uninsured short-term investment securities. The Company
    has not experienced any losses in such account and believes it is not
    exposed to any significant credit risk on such account.

    3. Inventories

    Inventories are carried at the lower of cost or market and consist of
    equipment available for sale to subscribers and distributors.

    4. Property and Equipment

    Depreciation is computed using straight-line methods over estimated useful
    lives ranging from 3 to 10 years.

    5. Long-Lived Assets

    All long-lived assets to be held and used are reviewed for impairment
    whenever events or changes in circumstances indicate that the related
    carrying amount may not be recoverable. When required, impairment losses are
    recognized based upon the estimated fair value of the asset. No such events
    or changes occurred during the period presented.

    6. Revenue Recognition

    Revenue from providing communication services is recognized when the
    services are rendered based on usage of the company's wireless network.
    Included in communication service revenue is service initialization fees,
    which are recognized over the period in which communication services are
    expected to be provided.

    Equipment sales are recognized upon shipment or customer acceptance,
    whichever is later.

    Distributor arrangements generally provide for nonrefundable, up-front
    fees, which are initially deferred and recognized as revenue pro rata over
    the term of the arrangement.

    Other revenues are recognized on the percentage-of-completion method or
    over the period services were performed, depending on the nature of the
    underlying arrangements.

    7. Advertising Costs

    Advertising costs are expensed when the advertising occurs. Advertising
    expense was $16,000 for the period ended December 31, 2000.


                                      F-8
<PAGE>   34

          AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

    8. Income Taxes

    The Company follows the liability method of accounting for income taxes.
    Under the liability method, deferred income taxes are provided on temporary
    differences between the tax basis of an asset or liability and its reported
    amount in the consolidated financial statements and carryforwards that will
    result in taxable or deductible amounts in future years. Deferred income tax
    assets or liabilities are determined by applying the presently enacted tax
    rates and laws. Additionally, the Company provides a valuation allowance on
    deferred tax assets if, based on the weight of available evidence, it is
    more likely than not that some portion or all of the deferred tax assets
    will not be realized.

    9. Loss Per Common Share

    Loss per common share is calculated based on the weighted average number of
    shares outstanding during the period. Basic and diluted loss per share are
    the same for the period presented because the effect of outstanding stock
    purchase warrants on 14,620,000 common shares and preferred stock,
    convertible into 6,000,000 common shares, would be antidilutive.


    10. Fair Value of Financial Instruments

    The Company's financial instruments consist of cash, cash equivalents,
    certain other current liabilities and notes and other short-term
    obligations. The carrying amounts for all financial instruments
    approximates fair value due to the short-term nature of the instruments.

    11. Use of Estimates

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect certain reported amounts and disclosures;
    accordingly, actual results could differ from those estimates.

NOTE B - PROPERTY AND EQUIPMENT

    Property and equipment consist of the following at December 31, 2000:

<TABLE>
<S>                                                                                  <C>
       Office furniture and equipment                                                $  775,023
       Wireless network equipment                                                     3,779,821
       Leasehold improvements                                                           252,843
                                                                                     ----------
                                                                                      4,807,687
           Less accumulated depreciation                                                450,632
                                                                                     ----------
                                                                                     $4,357,055
                                                                                     ==========
</TABLE>

    Depreciation expense for the period ended December 31, 2000 was $451,000.


                                      F-9
<PAGE>   35


          AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000


NOTE C - NOTES PAYABLE AND OTHER SHORT-TERM OBLIGATIONS

    Notes payable and other short-term obligations consist of the following at
December 31, 2000:

<TABLE>
<S>                                                                                                        <C>
       $1,200,000 bank line of credit, interest at bank prime (9.5% at December
       31, 2000), matures April 3, 2001; collateralized by property and
       equipment and letters of credit provided by certain stockholders
       and directors (1)                                                                                   $112,500

       Uncollateralized notes payable to officers, directors or stockholders,
       interest at 8%, maturity dates ranging from October 31, 2000 to
       December 31, 2000; all past due as of January 1, 2001                                                259,000

       Uncollateralized   notes  payable  to  stockholders,   interest  at  10%,
       matured June 22, 2000; all past due as of December 31, 2000                                           30,000

       Other advances, interest accrued at 10%, no specified repayment terms                                 10,952
                                                                                                           --------

                                                                                                           $412,452
                                                                                                           ========
</TABLE>

       (1)    Under the bank line of credit, the Company can borrow amounts up
              to 90% of qualifying letters of credit and is subject to various
              covenants, which include minimum tangible net worth and current
              ratio requirements. At December 31, 2000, the Company was not in
              compliance with the covenants, and no amounts were available for
              future borrowings.

NOTE D - INCOME TAXES

    Due to net losses, no provision for income taxes was necessary.

    The Company's effective income tax rate differed from the federal statutory
    rate of 34% as follows for the period from April 21, 2000 (date of
    incorporation) through December 31, 2000:

<TABLE>
<S>                                                                                               <C>
       Income tax benefit at federal statutory rate                                               $(1,685,423)
       Change in valuation allowance                                                                1,666,904
       Nondeductible expenses                                                                         216,804
       State income taxes, net of federal benefit                                                    (198,285)
                                                                                                  -----------

                     Total tax expense (benefit)                                                  $        --
                                                                                                  ===========
</TABLE>


                                      F-10
<PAGE>   36


          AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000


NOTE D - INCOME TAXES - CONTINUED

    The components of deferred income tax assets and liabilities were as follows
at December 31, 2000:

<TABLE>
<S>                                                                             <C>
       Deferred income tax assets (liabilities)
           Basis difference in property and equipment                           $   (96,640)
           Basis difference in intangible assets                                      4,446
           Net operating loss carryforwards                                       2,099,657
           Valuation allowance                                                   (2,007,463)
                                                                                -----------

                         Net                                                    $        --
                                                                                ===========
</TABLE>

    At December 31, 2000, the Company has net operating loss carryforwards of
    approximately $5,525,000, which will expire at various dates beginning in
    2016. Because such carryforwards can only be used to offset future taxable
    income, a valuation allowance has been provided until it is more likely than
    not that taxable income will be generated. Also, due to the change in
    control on May 1, 2000 (see Note A), the utilization of net operating loss
    carryforwards of $883,000 will be limited under Section 382 of the Internal
    Revenue Code.

NOTE E - STOCKHOLDERS' EQUITY

    Series I preferred stock is convertible into three shares of common stock,
    is voting on an as-converted basis, is entitled to common stock dividends on
    an as-converted basis and has a liquidation preference over common stock of
    $1 per share.

    On October 5, 2000, 2,000,000 shares of Series I Preferred Stock were sold
    for $2,000,000. Upon issuance, $1,752,000 of the proceeds was allocated to
    the intrinsic value of the beneficial conversion feature, resulting in a
    discount on the preferred stock. Because these securities are convertible at
    the date of issuance, the discount was fully recognized as a return to the
    preferred stockholder at the date of issuance.

    On June 30, 2000, the Company completed a private placement offering of
    8,000,000 units, each unit consisting of one share of common stock and one
    redeemable warrant at $.25 per unit. The Company received net proceeds from
    this offering of $1,996,422. Each of the redeemable warrants is exercisable
    until June 30, 2005 for the purchase of one share of common stock for $2.00
    (as modified in February 2001).

    Through December 31, 2000, the Company had received net proceeds of $960,000
    from a second private placement offering of 96 units, each unit consisting
    of 30,000 shares of common stock and 20,000 redeemable warrants. Each of the
    redeemable warrants is exercisable until June 30, 2005 for the purchase of
    one share of common stock for $2.00 (as modified in February 2001). As a
    part of this private placement, notes payable with face amounts of $500,000
    and carrying amounts of $329,284 were exchanged for 50 units. This exchange
    resulted in the extinguishment of the notes payable and an extraordinary
    loss of $170,716.

    During the period ended December 31, 2000, the Company issued debt with a
    face amount of $800,000 in exchange for cash proceeds of $800,000 and
    1,600,000 common stock purchase warrants with an exercise price of $.50 per
    share. The cash proceeds received were allocated to the warrants ($456,493)
    and the debt ($343,507) based on their relative fair values. Fair values for
    the warrants were estimated using the Black-Scholes valuation model. The
    resulting discount on the debt has been amortized to interest expense over
    the term of the debt. Also, during the period ended December 31, 2000, for
    cash proceeds of $75,000 the Company issued debt with a face value of
    $75,000 which was convertible into 500,000 shares of common stock and
    500,000 common stock purchase warrants with an exercise price of $.75 per
    share. Upon issuance, all proceeds were allocated to the intrinsic value of
    the beneficial conversion feature, resulting in a discount on the debt.
    Because these securities were immediately convertible, the discount was
    fully recognized as interest expense at the date of issuance. Also, in
    connection with the Global Wireless and Aarow merger, these convertible debt
    instruments were automatically converted pursuant to their original terms.

    During the period ended December 31, 2000, the Company issued 277,284 shares
    of common stock to outside directors. These shares were issued pursuant to
    agreements under which outside directors annually receive, as director fees,
    common stock equal to $50,000 based on quoted market prices. The fees are
    recognized as expense over the related annual period, with unearned amounts
    reflected as a reduction of stockholders' equity.

                                      F-11
<PAGE>   37


          AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000


NOTE E - STOCKHOLDERS' EQUITY - CONTINUED

    Common stock purchase warrants outstanding are as follows at December 31,
2000:

<TABLE>
<CAPTION>
        Exercise             Number
          price            outstanding                  Expiration date                     Call price
       -----------         -----------              -----------------------            --------------------
<S>                        <C>                      <C>                                <C>
         $  .25              1,100,000              September 15, 2002                 $2.00
           .375              1,500,000              February 1, 2005                   Not applicable
            .75                500,000              June 30, 2005                      Not applicable
            .50              1,600,000              June 30, 2005                      Not applicable
           2.00(1)           9,920,000              June 30, 2005                      $3.00
                           -----------

                            14,620,000
                           ===========
</TABLE>

       (1)    Reflects exercise price as modified in February 2001.

    Certain warrants are redeemable at the Company's option at $.001 per warrant
    upon thirty days written notice to the holder, conditioned upon the price of
    the Company's common stock closing for a specified number of business days
    above the call price.

    A summary of stock purchase warrant activity for the period ended December
    31, 2000 is as follows:

<TABLE>
<S>                                                       <C>
       Resulting from recapitalization                      3,450,000
       Issued                                              11,520,000
       Exercised                                             (350,000)(1)
       Expired                                                     --
                                                          -----------

       Outstanding at end of period                        14,620,000
                                                          ===========
</TABLE>

       (1)    Exercised in a cashless conversion resulting in 199,138 issuable
              shares of common stock.

    During the period ended December 31, 2000, the Company's executive officers
    accepted reductions in their cash compensation in exchange for common stock.
    Under this arrangement, the Company issued $2 worth of common stock for each
    $1 of cash compensation reduced. Noncash compensation expense recognized
    during the period ended December 31, 2000 relating to this arrangement was
    $220,000.


                                      F-12
<PAGE>   38


          AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000


NOTE E - STOCKHOLDERS' EQUITY - CONTINUED

    Upon the initial formation of Global Wireless, common stock sold to officers
    and employees was subject to cancellation, without any cost to the Company,
    in the event the officer or employee was no longer employed by the Company.
    These provisions carried over to the Company's common stock issued in the
    Global Wireless transaction. These shares vest with the officers and
    employees annually, over three years. At December 31, 2000, 14,528,390
    shares of common stock are subject to these provisions.

    Effective September 25, 2000, the Company amended its articles of
    incorporation and increased its authorized shares of common stock from
    30,000,000 to 200,000,000 and changed its name from Aarow Environmental
    Group, Inc. to Aaro Broadband Wireless Communications, Inc. to more closely
    reflect the Company's business plan and direction.

NOTE F - COMMITMENTS AND CONTINGENCIES

    Operating Leases

    The Company leases operating sites, roof tops and administrative office
    facilities under operating leases expiring at various dates through 2010
    which provide for future minimum lease payments as follows:

<TABLE>
<S>                                                                     <C>
                     Year ending December 31
                         2001                                           $  473,000
                         2002                                              469,000
                         2003                                              445,000
                         2004                                              436,000
                         2005                                              315,000
                         Thereafter                                        847,000
                                                                        ----------

                     Total minimum payments required                    $2,985,000
                                                                        ==========
</TABLE>

    Rental expense for operating leases for the period ended December 31, 2000
    was $282,000.

    Other Leases

    The Company rents vehicles from certain officers and stockholders under
    informal month-to-month arrangements. Rental expense for the period ended
    December 31, 2000 was $68,000 under these arrangements.


                                      F-13
<PAGE>   39

          AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000


NOTE F - COMMITMENTS AND CONTINGENCIES - CONTINUED

    Change in Control Agreement

    The Company has a change in control agreement with six officers of the
    Company. The provisions would entitle each of the six officers to receive up
    to three times his current annual compensation, continuation of certain
    benefits and full vesting of any stock awards if there is a change in
    control in the Company (as defined) and his employment terminates.

    Claims and Litigation

    On May 24, 2000, an action styled Broadband Wireless International
    Corporation, f/k/a Black Giant Oil Company v. Ronald L. Baker, Aarow
    Environmental Group, Inc. a/k/a aaro Broadband Wireless Communications
    Corporation and Getmore Communications, Inc., Case No. CJ-2000-3816, was
    filed in the District Court of Oklahoma County, Oklahoma. The plaintiffs
    were seeking to:

       o  prohibit further conduct, statements or actions in anyway made to
          appear as acts of Broadband,

       o  prohibit the continued conversion by Baker of Broadband's name,
          accounts, property or business opportunities,

       o  damages exceeding $10,000 for conversion, fraud and negligent
          misrepresentation from the defendants,

       o  punitive damages for conversion, fraud, and negligent
          misrepresentation,

       o  interest, attorney fees and cost.

    On July 14, 2000, an action styled Broadcom Wireless Communications, Corp.,
    and Black Giant Resources Corporation v. Ronald L. Baker, Arrow
    Environmental Groups, Inc. a/k/a aaro Broadband Wireless Communications
    Corporation, and GetMore Communications, Inc., Case No. CJ-2000-5129-63, was
    filed in the District Court of Oklahoma County, Oklahoma. The plaintiffs
    were seeking to receive actual damages exceeding $10,000, punitive damages,
    interest, attorney's fees, and the costs of the action and such other and
    further relief that appears just and proper.

Both of these cases were settled and approved by the court on October 16, 2000.
Per the court-approved settlement agreement, the Company sold 3,000,000 common
shares at approximately $.22 per share and utilized the proceeds as full and
final settlement of all claims.  The Company recognized expense of $509,000,
after recoveries of $157,000 from certain other parties to the suit, relating to
this litigation.

                                      F-14
<PAGE>   40


          AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000


NOTE F - COMMITMENTS AND CONTINGENCIES - CONTINUED

    Claims and Litigation - Continued

    On October 27, 2000, an action styled Patricia A. Camp v. Aarow
    Environmental Group, Inc., Utica Publishing Corporation. D. Fredrick Shefte,
    Sammy D. Yates, and Jim W. Bolt, Case No. CIV 2000-1135-4, was filed in the
    Circuit Court of Washington County, Arkansas. Ms. Camp alleges that in or
    about 1995, she was a 50% partner with Jim Bolt operating under an oral
    partnership agreement as the Arkansas Chronicle. In late 1996 Ms. Camp and
    Jim Bolt allegedly acquired from Mr. Yates a business known as Copies Plus
    and operated and managed Copies Plus as co-owners and participants in a
    joint enterprise. Furthermore, in 1999, Jim Bolt and Sammy D. Yates
    allegedly merged or consolidated the Arkansas Chronicle and Copies Plus into
    a new entity called Utica Publishing Corporation that on September 2, 1999,
    merged with Aarow Environmental Group, Inc. In August 1999, Ms. Camp
    allegedly was approached by Jim Bolt to sign an exhibit to the purchase
    agreement for the sale of stock of Utica to the Company. Ms. Camp states
    that she did sign the agreement without reading the complete document and
    she now claims that she did not receive the proper amount of shares for her
    interest in Utica.

    Management believes there are no merits to this action as it relates to the
    Company, and the Company is vigorously defending this action and intends to
    pursue any claims that it may have against Ms. Camp.

    Additionally, the Company is subject to two claims for the issuance of
    approximately 3,380,000 shares of common stock. The claimants allege that
    they hold common shares of the Company's predecessors, which are convertible
    into common stock of the Company. Such shares are not recognized as
    outstanding by the Company or reflected in the Company's common stock
    records. Management does not believe the claimants have valid rights to any
    such shares and is investigating these claims and vigorously defending its
    position. The accompanying financial statements do not include any
    adjustment that may result from the outcome of these claims.

NOTE G - CERTAIN RISKS AND CONCENTRATIONS

    The Company is highly dependent on third-party telecommunications carriers
    to supply sufficient, accessible networks and systems that are used in
    providing services to customers, including distributors.

    The Company operates in a highly competitive environment subject to rapid
    technological change and emergence of new technology. Such rapid changes in
    technology could have an adverse financial effect on the Company.


                                      F-15
<PAGE>   41


          AARO BROADBAND WIRELESS COMMUNICATIONS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000


NOTE H - GOING CONCERN

    The Company's main activities have consisted of acquisitions of building
    access rights, hiring management and other key personnel, raising of funds,
    development of operating systems and purchase and deployment of equipment
    and network. Since May 1, 2000, the Company has initiated commercial service
    using its fixed wireless broadband technology in three cities.

    The Company's losses, as well as negative operating cash flow, have been
    significant to date, and management expects both to continue until the
    Company can generate a customer base through the combined efforts of direct
    sales and distributorships that will generate revenues to fund operating
    expenses. After the Company initiates service in its market areas,
    management expects to have positive operating margins by increasing the
    number of customers, and selling additional capacity or services without
    significantly increasing related capital expenditures or operating costs.
    The Company's ability to generate positive cash flow will depend on capital
    expenditures in new market areas, competition in current market areas and
    any potential adverse regulatory developments.

    Part of the Company's strategy is to utilize a distributorship network to
    expand the customer base and achieve greater market penetration more
    rapidly. Management believes that by implementing this strategy, the Company
    can capitalize on distributors' familiarity with their market area, customer
    affiliations, financial strength and their experienced personnel and
    minimize the Company's requirements for incremental expenditures.

    The planned expansion of the Company's business will require significant
    capital to fund capital expenditures, working capital needs, debt service
    and the cash flow deficits generated by operating losses and current cash
    balances will not be sufficient to fund the current business plan. As a
    consequence, the Company is currently seeking additional debt and/or equity
    financing as well as distributorship arrangements to fund liquidity needs.
    In the event that the Company is unable to obtain additional funds or to
    obtain funds on acceptable terms or in sufficient amounts, the Company will
    be required to delay the development of its network or take other actions.
    This could have a material adverse effect on the Company's business,
    operating results and financial condition and ability to achieve sufficient
    cash flow to service debt requirements and meet operating expenditures.

    In view of the matters described in the preceding paragraph, recoverability
    of a major portion of the recorded asset amounts shown in the accompanying
    balance sheet is dependent upon continued operations of the Company, which
    in turn is dependent upon the Company's ability to meet its financing
    requirements on a continuing basis, to obtain additional financing and to
    succeed in its future operations. The financial statements do not include
    any adjustments relating to the recoverability and classification of
    recorded asset amounts or amounts and classification of liabilities that
    might be necessary should the Company be unable to continue in existence.



                                      F-16