<PAGE>

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                  FORM 10-K/A

<Table>
<C>          <S>
    [X]      AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO
             SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
             ACT OF 1934



             FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001



</Table>

                          COMMISSION FILE NO. 0-31295
                             ---------------------
                           O2WIRELESS SOLUTIONS, INC.

<Table>
<S>                                            <C>
                   GEORGIA                                       58-2467466
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)

         440 INTERSTATE NORTH PARKWAY                              30339
               ATLANTA, GEORGIA                                  (Zip Code)
   (Address of principal executive offices)
</Table>

              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (770) 763-5620

                SECURITIES REGISTERED PURSUANT TO SECTION 12(b)
                    OF THE SECURITIES EXCHANGE ACT OF 1934:
                                      NONE

                SECURITIES REGISTERED PURSUANT TO SECTION 12(g)
                    OF THE SECURITIES EXCHANGE ACT OF 1934:

                        COMMON STOCK, $0.0001 PAR VALUE

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]     No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

     The aggregate market value of the common stock of the registrant held by
nonaffiliates of the registrant (11,262,331 shares) on March 15, 2002 was
approximately $9,854,540 based on the closing price of the registrant's common
stock as reported on the Nasdaq National Market on March 15, 2002. For the
purposes of this response, officers, directors and holders of 5% or more of the
registrant's common stock are considered the affiliates of the registrant at
that date.

     The number of shares outstanding of the registrant's common stock, as of
March 15, 2002: 27,937,737 shares of $.0001 par value common stock.
                      DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the registrant's definitive proxy statement to be delivered to
shareholders in connection with the 2002 Annual Meeting of Shareholders
scheduled to be held on May 21, 2002 are incorporated by reference in response
to Part III of this Report with the exception of information regarding executive
officers required under Item 10 of Part III, which information is included in
Part I, Item I.
     THE FOLLOWING ITEM IS AMENDED: ITEM 8
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                EXPLANATORY NOTE

     This Amendment No. 1 to the o2wireless Solutions, Inc. Form 10-K for the
year ended December 31, 2001 is being filed for the purpose of (i) correcting a
computation error contained in the December 31, 2001 column of the "Quarterly
Operating Results" on page 28 of the 10-K; (ii) clarifying the scope of the
audit in the initial paragraph of the Independent Auditors' Report to include
Schedule II -- Consolidated Valuation and Qualifying Accounts and (iii)
correcting the totals in the maturity table contained in Note 9(b) to the
consolidated financial statements.
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The following financial statements are filed with this Amendment No. 1 to
Form 10-K beginning on page F-1:

     Independent Auditors' Report

     Consolidated Balance Sheets -- December 31, 2000 and 2001

     Consolidated Statements of Operations -- Years ended December 31, 1999,
      2000 and 2001

     Consolidated Statements of Stockholders' Equity -- Years ended December 31,
      1999, 2000 and 2001

     Consolidated Statements of Cash Flows -- Years ended December 31, 1999,
      2000 and 2001

     Notes to Consolidated Financial Statements

     Schedule II -- Consolidated Valuation and Qualifying Accounts

                                        27
<PAGE>

QUARTERLY OPERATING RESULTS

     The following tables present unaudited quarterly results, in dollars and as
a percentage of net revenue, for the eight quarters covering our two most
recently completed fiscal years reported in the financial statements and notes
thereto included in this report. We believe this information reflects all
adjustments necessary for a fair presentation of such information in accordance
with generally accepted accounting principles. Prior to becoming a public
company, we did not prepare financial statements on a quarterly basis.
Accordingly, revenue reported through June 30, 2000 using the
percentage-of-completion method was based on actual or estimated total contract
costs available at the end of 1999 and June 30, 2000, respectively, as opposed
to estimates at the end of each quarter. For the quarter ended December 31,
2000, revenues from fixed-price contracts were reported based upon estimates of
the total costs to complete the contract made during and at the end of the
quarter. As a result of the above, future operating results may fluctuate more
from quarter to quarter than those shown below. In addition, it may not be
meaningful to compare results of operations for future quarters to those for
quarters prior to June 30, 2000 and the results for any quarter are not
necessarily indicative of results for any future period.

<Table>
<Caption>
                                                                   QUARTER ENDED
                                                                  (IN THOUSANDS)
                              ---------------------------------------------------------------------------------------
                              MARCH 31,   JUNE 30,   SEP. 30,   DEC. 31,   MARCH 31,   JUNE 30,   SEP. 30,   DEC. 31,
                                2000        2000       2000       2000       2001        2001       2001       2001
                              ---------   --------   --------   --------   ---------   --------   --------   --------
<S>                           <C>         <C>        <C>        <C>        <C>         <C>        <C>        <C>
STATEMENTS OF OPERATIONS
  DATA:
Revenues....................  $ 26,224    $30,419    $37,011    $45,440     $30,338    $27,828    $28,176    $30,994
Cost of revenues............    18,465     21,740     26,170     32,330      24,241     22,221     21,542     24,432
Gross profit................     7,759      8,679     10,841     13,110       6,097      5,607      6,634      6,562
SG&A expenses...............     4,594      5,845      7,242      9,468       9,526      7,469      8,024      9,355
Operating (loss) income.....     2,285      1,808      2,591      2,468      (6,478)    (3,809)    (8,796)    (4,392)
Total other (expense)
  income....................   (14,772)    (1,290)      (639)      (279)       (173)       (80)      (573)      (329)
(Loss) income before income
  tax.......................   (12,487)       518      1,952      2,189      (6,651)    (3,889)    (9,369)    (4,721)
Income tax (benefit)
  expense...................       519        250      1,908        422          --         --         --      2,620
Extraordinary items.........        --         --     (4,294)        --          --         --         --         --
Net (loss) income...........   (13,048)       256     (4,223)     1,667      (7,435)    (3,889)    (9,369)    (7,341)
Net (loss) income per common
  share:
  Basic.....................  $  (1.88)   $ (0.03)   $ (0.56)   $  0.06     $ (0.27)   $ (0.14)   $ (0.34)   $ (0.26)
  Diluted...................  $  (1.88)   $ (0.03)   $ (0.56)   $  0.05     $ (0.27)   $ (0.14)   $ (0.34)   $ (0.26)
AS A PERCENTAGE OF REVENUES:
Revenues....................     100.0%     100.0%     100.0%     100.0%      100.0%     100.0%     100.0%     100.0%
Cost of revenues............      70.5%      71.4%      70.6%      71.3%       79.9%      79.9%      76.5%      78.8%
Gross profit (loss).........      29.5%      28.6%      29.4%      28.7%       20.1%      20.1%      23.5%      21.2%
SG&A expenses...............      17.5%      19.3%      19.5%      20.9%       31.4%      26.8%      28.5%      30.2%
Operating (loss) income.....       8.7%       5.9%       7.0%       5.4%      (21.4)%    (13.7)%    (31.2)%    (14.2)%
Total other (expense)
  income....................     (56.3)%     (4.2)%     (1.7)%     (0.6)%      (0.6)%     (0.3)%     (2.0)%     (1.1)%
Income (loss) before income
  tax.......................     (49.6)%      0.9%       0.1%       3.9%      (21.9)%    (14.0)%    (33.3)%    (15.2)%
Income tax (benefit)
  expense...................       2.0%       0.8%       5.2%       0.9%         --         --         --        8.5%
Extraordinary items.........        --         --         --      (11.6)%        --         --         --         --
Net (loss) income...........     (49.8)%      0.8%     (11.4)%      3.7%      (24.5)%    (14.0)%    (33.3)%    (23.7)%
</Table>

                                        28
<PAGE>

                                   SIGNATURES

     In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Amendment
No. 1 to Form 10-K to be signed on its behalf by the undersigned, in the City of
Atlanta, State of Georgia on April 3, 2002.

                                          O2WIRELESS SOLUTIONS, INC.

                                          By:     /s/ MURRAY L. SWANSON
                                            ------------------------------------
                                                     Murray L. Swanson
                                               President and Chief Executive
                                                           Officer

                                        32
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION OF EXHIBIT
-------                           ----------------------
<S>       <C>  <C>
23.1      --   Consent of KPMG LLP with respect to the consolidated
               financial statements of o2wireless Solutions, Inc. and
               subsidiaries.
</Table>

                                        33
<PAGE>

                         INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                                 PAGE
                                                                 ----
<S>                                                            <C>
O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES
Independent Auditors' Report................................        F-2
Consolidated Balance Sheets as of December 31, 2000 and
  2001......................................................        F-3
Consolidated Statements of Operations for the Years Ended
  December 31, 1999, 2000 and 2001..........................        F-4
Consolidated Statements of Stockholders' Equity for the
  Years Ended December 31, 1999, 2000 and 2001..............        F-5
Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1999, 2000 and 2001..........................        F-6
Notes to Consolidated Financial Statements..................        F-8
Schedule II -- Consolidated Valuation and Qualifying
  Accounts..................................................       F-28
</Table>

                                       F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
o2wireless Solutions, Inc.:

     We have audited the accompanying consolidated balance sheets of o2wireless
Solutions, Inc. and subsidiaries (the "Company") as of December 31, 2000 and
2001, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 2001. In connection with our audits of the consolidated financial
statements, we have also audited the financial statement schedule as of December
31, 2000 and 2001 and for the years in the three-year period ended December 31,
2001 as listed in the accompanying index. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

     We conducted our audits 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 audits provide a
reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of o2wireless
Solutions, Inc. and subsidiaries as of December 31, 2000 and 2001 and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America. Also in our
opinion, the related financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein, as of
December 31, 2000 and 2001, and for the years in the three-year period ended
December 31, 2001.

                                          /s/ KPMG LLP

Atlanta, Georgia
March 25, 2002

                                       F-2
<PAGE>

                  O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 2001

<Table>
<Caption>
                                                                2000             2001
                                                              --------          -------
                                                                (IN THOUSANDS, EXCEPT
                                                                 SHARE AND PER SHARE
                                                                        DATA)
<S>                                                           <C>               <C>
                                        ASSETS
Current Assets:
 Cash and cash equivalents..................................  $ 12,168          $ 4,599
 Contract revenues receivable, net of allowance for doubtful
   accounts of $806 and $3,356 at December 31, 2000 and
   2001, respectively.......................................    50,740           24,833
 Costs and estimated earnings in excess of billings on
   uncompleted contracts....................................    14,137           15,456
 Inventories, net of obsolescence reserve of $321 and $446
   at December 31, 2000 and 2001, respectively..............     2,904            3,434
 Deferred income taxes......................................       343               --
 Other current assets.......................................     1,024            2,413
 Net assets of discontinued operations......................       861               --
                                                              --------          -------
   Total Current Assets.....................................    82,177           50,735
Property and equipment, net of accumulated depreciation of
 $2,643 and $3,961 at December 31, 2000 and 2001,
 respectively...............................................     4,282            3,977
Intangible assets, net......................................    27,258           28,887
Deferred income taxes.......................................     2,277               --
Other assets................................................       236              178
                                                              --------          -------
                                                              $116,230          $83,777
                                                              ========          =======

      LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
 Affiliate notes payable, current portion...................  $  2,126          $ 1,279
 Current portion of other indebtedness......................       176              451
 Accrued earn-out...........................................     1,650            1,650
 Accounts payable...........................................    20,013            9,580
 Accrued expenses...........................................     9,377            9,409
 Billing in excess of costs and estimated earnings on
   uncompleted contracts....................................     3,748            1,137
 Other current liabilities..................................        --              375
                                                              --------          -------
   Total Current Liabilities................................    37,090           23,881
Affiliate notes payable, less current portion...............     1,626               23
Other long-term indebtedness, less current portion..........     3,459            7,502
Other long-term liability...................................       380              674
                                                              --------          -------
   Total Liabilities........................................    42,555           32,080
                                                              --------          -------
Redeemable preferred stock:
 Class A redeemable convertible preferred stock, $.01 par
   value; 100,000 shares authorized; no shares issued or
   outstanding..............................................        --               --
 Series C redeemable convertible preferred stock, no par
   value; 75,000 shares authorized; no shares issued or
   outstanding..............................................        --               --
 Series D senior redeemable preferred stock, no par value;
   100,000 shares authorized; no shares issued or
   outstanding..............................................        --               --
                                                              --------          -------
                                                                    --               --
                                                              --------          -------
Stockholders' equity:
Serial preferred stock, no par value, 10,000,000 shares
 authorized; no shares issued or outstanding................        --               --
Common stock, $.0001 par value 100,000,000 shares
 authorized; 27,242,021 and 27,937,737 shares issued and
 outstanding at December 31, 2000, and December 31, 2001,
 respectively...............................................         3                3
Additional paid-in capital..................................    96,571          101,823
Deferred stock compensation.................................    (1,286)            (368)
Accumulated other comprehensive loss........................        --             (114)
Accumulated deficit.........................................   (21,613)         (49,647)
                                                              --------          -------
   Total stockholders' equity...............................    73,675           51,697
                                                              --------          -------
                                                              $116,230          $83,777
                                                              ========          =======
</Table>

          See accompanying notes to consolidated financial statements

                                       F-3
<PAGE>

                  O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 1999, 2000 AND 2001

<Table>
<Caption>
                                                              1999             2000             2001
                                                          -------------   --------------   --------------
                                                          (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S>                                                       <C>             <C>              <C>
Revenues................................................   $   48,631      $   139,094      $   117,336
                                                           ----------      -----------      -----------
Operating expenses:
  Cost of revenues......................................       35,611           98,705           92,436
  Selling, general, and administrative expenses.........        9,825           27,149           34,374
  Warrant dispute reserve...............................           --               --              641
  Restructuring charge..................................           --               --            1,100
  Depreciation and amortization.........................        2,120            4,088            7,458
  Goodwill write-down...................................           --               --            4,802
                                                           ----------      -----------      -----------
    Operating income (loss).............................        1,075            9,152          (23,475)
Other income (expense):
  Interest income.......................................           20              274              641
  Interest expense......................................       (2,343)          (3,845)          (1,961)
  Increase in fair value of put warrants................           --          (13,681)              --
  Other.................................................           82              272              165
                                                           ----------      -----------      -----------
Loss from continuing operations before taxes,
  extraordinary items and cumulative effect of change in
  accounting principle..................................       (1,166)          (7,828)         (24,630)
Income tax (benefit) expense............................       (1,226)           3,099            2,620
                                                           ----------      -----------      -----------
Income (loss) from continuing operations before
  extraordinary items and cumulative effect of change in
  accounting principle..................................           60          (10,927)         (27,250)
Discontinued operations:
  Loss from discontinued operations net of tax..........           --             (127)            (196)
  Loss on disposal of discontinued operations...........           --               --             (588)
                                                           ----------      -----------      -----------
Income (loss) before extraordinary items and cumulative
  effect of change in accounting principle..............           60          (11,054)         (28,034)
Extraordinary item -- loss on extinguishment of
  indebtedness, net of income tax benefit of $171 in
  1999 and $2,212 in 2000...............................         (256)          (4,294)              --
                                                           ----------      -----------      -----------
  Loss before cumulative effect of change in accounting
    principle...........................................         (196)         (15,348)         (28,034)
Cumulative effect of change from deferral of
  organization costs to expensing costs as incurred.....         (121)              --               --
                                                           ----------      -----------      -----------
  Net loss..............................................         (317)         (15,348)         (28,034)
Preferred stock dividends and accretion of discount on
  redeemable preferred stock............................         (632)          (6,148)              --
                                                           ----------      -----------      -----------
  Net loss applicable to common stockholders............   $     (949)     $   (21,496)     $   (28,034)
                                                           ==========      ===========      ===========
Earnings per share data:
  Net loss per common share:
    Continuing operations:
       Basic and diluted:
         Loss per share before extraordinary items and
            accounting change...........................   $    (0.08)     $     (1.14)     $     (0.98)
         Extraordinary items............................        (0.03)           (0.29)              --
         Accounting change..............................        (0.02)              --               --
                                                           ----------      -----------      -----------
                                                           $    (0.13)     $     (1.43)     $     (0.98)
    Discontinued operations:
       Basic and diluted................................           --            (0.01)           (0.03)
                                                           ----------      -----------      -----------
    Net loss per common share:
       Basic and diluted................................   $    (0.13)     $     (1.44)     $     (1.01)
                                                           ==========      ===========      ===========
Weighted-average common shares outstanding:
  Basic and diluted.....................................    7,188,700       14,980,193       27,890,678
                                                           ==========      ===========      ===========
</Table>

          See accompanying notes to consolidated financial statements
                                       F-4
<PAGE>

                  O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1999, 2000 AND 2001
<Table>
<Caption>
                                                                  SERIES B
                                              COMMON STOCK       CONVERTIBLE   ADDITIONAL
                                           -------------------    PREFERRED     PAID-IN
                                             SHARES     AMOUNT      STOCK       CAPITAL
                                           ----------   ------   -----------   ----------
                                                 (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                        <C>          <C>      <C>           <C>
Balance at December 31, 1998.............   7,188,700     --       $1,550       $  3,477
Exercise of employee stock options.......         530     --           --              1
Class A redeemable convertible preferred
 stock dividend..........................          --     --           --           (347)
Conversion of Series B convertible
 preferred stock to notes payable........          --     --       (1,550)            --
Series C convertible preferred stock
 dividend................................          --     --           --            (88)
Accretion of discount on Class A
 redeemable convertible preferred
 stock...................................          --     --           --            (78)
Accretion of discount on Series D
 redeemable preferred stock..............          --     --           --           (119)
Issuance of warrants for loan
 guarantees..............................          --     --           --            415
Net loss.................................          --     --           --             --
                                           ----------     --       ------       --------
Balance at December 31, 1999.............   7,189,230     --           --          3,261
Exercise of employee stock options.......   1,015,364     --           --            926
Expiration of fair value put feature upon
 initial public offering.................   4,532,735      1           --         22,712
Class A redeemable convertible preferred
 stock dividend..........................          --     --           --           (172)
Series C convertible preferred stock
 dividend................................          --     --           --            (92)
Series D redeemable preferred stock
 dividend................................          --     --           --           (615)
Accretion of discount on Class A
 redeemable convertible preferred
 stock...................................          --     --           --           (382)
Unaccreted discount on Series D
 redeemable convertible preferred stock
 upon redemption.........................          --     --           --         (4,887)
Conversion of Series A into Common
 Stock...................................   5,575,116      1           --          5,766
Conversion of Series C into Common
 Stock...................................   2,990,328     --           --          3,093
Initial public offering of common stock,
 net.....................................   5,798,623      1           --         62,742
Deferred stock compensation related to
 stock option grants.....................          --     --           --          1,809
Amortization of stock compensation.......          --     --           --             --
Issuance of common stock for
 acquisitions............................     140,625     --           --            805
Tax benefit on disqualified disposition
 of stock options........................          --     --           --          1,605
Net loss.................................          --     --           --             --
                                           ----------     --       ------       --------
Balance at December 31, 2000.............  27,242,021      3           --         96,571
Exercise of employee stock options.......       8,480     --           --             18
Issuance of common stock for
 acquisitions............................     687,236     --           --          5,391
Forfeiture of stock options..............          --     --           --           (157)
Amortization of stock compensation.......          --     --           --             --
Comprehensive Loss:
 Unrealized loss on interest rate swap
   agreement.............................          --     --           --             --
 Net loss................................          --     --           --             --
Total Comprehensive loss.................
                                           ----------     --       ------       --------
Balance at December 31, 2001.............  27,937,737     $3           --       $101,823
                                           ==========     ==       ======       ========

<Caption>

                                             DEFERRED                       OTHER           TOTAL
                                              STOCK       ACCUMULATED   COMPREHENSIVE   STOCKHOLDERS'
                                           COMPENSATION     DEFICIT         LOSS           EQUITY
                                           ------------   -----------   -------------   -------------
                                               (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                        <C>            <C>           <C>             <C>
Balance at December 31, 1998.............         --       $ (5,948)           --         $   (921)
Exercise of employee stock options.......         --             --            --                1
Class A redeemable convertible preferred
 stock dividend..........................         --             --            --             (347)
Conversion of Series B convertible
 preferred stock to notes payable........         --             --            --           (1,550)
Series C convertible preferred stock
 dividend................................         --             --            --              (88)
Accretion of discount on Class A
 redeemable convertible preferred
 stock...................................         --             --            --              (78)
Accretion of discount on Series D
 redeemable preferred stock..............         --             --            --             (119)
Issuance of warrants for loan
 guarantees..............................         --             --            --              415
Net loss.................................         --           (317)           --             (317)
                                             -------       --------         -----         --------
Balance at December 31, 1999.............         --         (6,265)           --           (3,004)
Exercise of employee stock options.......         --             --            --              926
Expiration of fair value put feature upon
 initial public offering.................         --             --            --           22,713
Class A redeemable convertible preferred
 stock dividend..........................         --             --            --             (172)
Series C convertible preferred stock
 dividend................................         --             --            --              (92)
Series D redeemable preferred stock
 dividend................................         --             --            --             (615)
Accretion of discount on Class A
 redeemable convertible preferred
 stock...................................         --             --            --             (382)
Unaccreted discount on Series D
 redeemable convertible preferred stock
 upon redemption.........................         --             --            --           (4,887)
Conversion of Series A into Common
 Stock...................................         --             --            --            5,767
Conversion of Series C into Common
 Stock...................................         --             --            --            3,093
Initial public offering of common stock,
 net.....................................         --             --            --           62,743
Deferred stock compensation related to
 stock option grants.....................     (1,809)            --            --               --
Amortization of stock compensation.......        523             --            --              523
Issuance of common stock for
 acquisitions............................         --             --            --              805
Tax benefit on disqualified disposition
 of stock options........................         --             --            --            1,605
Net loss.................................         --        (15,348)           --          (15,348)
                                             -------       --------         -----         --------
Balance at December 31, 2000.............     (1,286)       (21,613)           --           73,675
Exercise of employee stock options.......         --             --            --               18
Issuance of common stock for
 acquisitions............................         --             --            --            5,391
Forfeiture of stock options..............        157             --            --               --
Amortization of stock compensation.......        761             --            --              761
Comprehensive Loss:
 Unrealized loss on interest rate swap
   agreement.............................         --             --          (114)            (114)
 Net loss................................         --        (28,034)           --          (28,034)
                                                                                          --------
Total Comprehensive loss.................                                                  (28,148)
                                             -------       --------         -----         --------
Balance at December 31, 2001.............    $  (368)      $(49,647)        $(114)        $ 51,697
                                             =======       ========         =====         ========
</Table>

          See accompanying notes to consolidated financial statements

                                       F-5
<PAGE>

                  O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1999, 2000 AND 2001

<Table>
<Caption>
                                                                1999       2000       2001
                                                              --------   --------   --------
                                                                      (IN THOUSANDS)
<S>                                                           <C>        <C>        <C>
Cash flows from operating activities:
  Net loss from continuing operations.......................  $   (317)  $(15,221)  $(27,250)
  Adjustments to reconcile net loss from continuing
     operations to net cash used in continuing operating
     activities:
     Depreciation and amortization..........................     2,120      4,088      7,458
     Goodwill write-off.....................................        --         --      4,802
     (Gain) loss on disposal of fixed assets................        --        104       (143)
     Accretion of loan discount.............................        94        358         --
     Amortization of deferred stock-based compensation......        --        523        761
     Increase in fair value of common stock put warrants....        --     13,681         --
     Deferred income tax (benefit) expense..................    (1,239)     2,809      2,620
     Extraordinary loss -- Loss on extinguishment of
       indebtedness.........................................       256      4,294         --
     Non-cash interest expense relating to warrants
       issuances............................................       415         --         --
     Write off of organization costs........................       121         --         --
     Changes in operating assets and liabilities:
       Contract revenues receivable.........................    (9,852)   (29,234)    22,002
       Costs and estimated earnings in excess of billings on
          uncompleted contracts.............................    (3,016)    (8,433)    (1,306)
       Inventories..........................................        21     (1,765)      (530)
       Other current assets.................................       (92)      (539)     4,833
       Other assets.........................................       (64)       335         59
       Accounts payable.....................................     4,490     10,068    (10,461)
       Accrued expenses.....................................       112      5,263      2,252
       Billings in excess of cost and estimated earnings on
          uncompleted contracts.............................       715      2,828     (2,611)
       Other long term liability............................        --        380        555
                                                              --------   --------   --------
     Net cash (used in) provided by continuing operating
       activities...........................................    (6,236)   (10,461)     3,043
                                                              --------   --------   --------
Discontinued operations:
  Loss from discontinued operations.........................        --       (127)      (196)
  Loss on disposal of discontinued operations...............        --         --       (588)
  Adjustment to reconcile loss from discontinued operations
     to net cash used in discontinued operations............        --         52         --
                                                              --------   --------   --------
          Net cash used in discontinued operating
            activities......................................        --        (75)      (784)
                                                              --------   --------   --------
          Net cash (used in) provided by operating
            activities......................................    (6,236)   (10,536)     2,259
</Table>

                                       F-6
<PAGE>
                  O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)

<Table>
<Caption>
                                                                1999       2000       2001
                                                              --------   --------   --------
                                                                      (IN THOUSANDS)
<S>                                                           <C>        <C>        <C>
Cash flows used in investing activities:
  Purchase of property and equipment........................    (1,469)    (1,631)    (1,116)
  Proceeds from fixed asset disposals.......................        --         70        240
  Cash paid for acquisitions, net of cash acquired..........    (9,834)    (5,471)   (11,471)
  Proceeds from disposal of discontinued operations.........        --         --        640
                                                              --------   --------   --------
     Net cash used in investing activities..................   (11,303)    (7,032)   (11,707)
                                                              --------   --------   --------
Cash flows from financing activities:
  Net proceeds from issuance of common stock................        --     62,742         18
  Restricted cash held in escrow............................    (1,616)     1,616         --
  Repayment of notes payable converted from Series B
     preferred stock........................................    (1,550)        --         --
  Preferred stock dividends.................................        (1)      (331)        --
  Exercise of stock options and warrants....................         1        926         --
  Repayment of various notes payable........................    (4,434)    (2,875)    (2,533)
  Proceeds from (repayment of) Fleet Facility, net..........    (9,750)        --         --
  Proceeds from borrowing under Wachovia Facility...........    15,242     19,012     12,442
  Repayment of borrowings under Wachovia Facility...........        --    (31,329)    (8,048)
  Repayment of preferred stock..............................        --     (7,918)        --
  Issuance of Series C convertible preferred stock..........     2,961         --         --
  Issuance of Series D redeemable preferred stock and
     warrants...............................................     7,197         --         --
  Issuance (repayment) of Tranche A notes and warrants......    13,000    (13,000)        --
  Payment of loan costs for refinancing.....................    (2,803)        --         --
                                                              --------   --------   --------
     Net cash provided by financing activities..............    18,247     28,843      1,879
                                                              --------   --------   --------
Net (decrease) increase in cash and cash equivalents........       708     11,275     (7,569)
Cash and cash equivalents at beginning of period............       185        893     12,168
                                                              --------   --------   --------
Cash and cash equivalents at end of period..................  $    893   $ 12,168   $  4,599
                                                              ========   ========   ========
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest..................  $  2,066   $  3,467   $  1,961
                                                              ========   ========   ========
Non cash investing and financing activities:
  Conversion of Series B preferred stock to notes payable...  $  1,550   $     --   $     --
                                                              ========   ========   ========
  Expiration of fair value put feature upon initial public
     offering...............................................  $     --   $ 22,712   $     --
                                                              ========   ========   ========
  Conversion of preferred stock to common stock.............  $     --   $  8,859   $     --
                                                              ========   ========   ========
</Table>

          See accompanying notes to consolidated financial statements
                                       F-7
<PAGE>

                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

  (A) BUSINESS AND BASIS OF PRESENTATION

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

     The telecommunications market is characterized by significant risks as a
result of changes in economic conditions, changes in technology, outsourcing of
telecommunications networks, consolidation of equipment vendors and other
significant factors. The Company's ability to manage future expansion, personnel
levels and third-party subcontractors is critical to achieving profitability.
Changes in technology, economic conditions or the loss of one or more of the
Company's key customers, among other factors, could have a material adverse
effect on the Company's financial position and results of operations. The
consolidated financial statements include the financial statements of o2wireless
Solutions, Inc. and its wholly owned subsidiaries from the respective dates of
acquisition. All significant inter-company accounts or balances have been
eliminated in consolidation.

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

  (B) CONTRACT REVENUE AND COST RECOGNITION

     The Company offers its network planning, design and deployment services on
either a fixed price or a time and materials basis, with scheduled deadlines for
completion times. Revenue on time and materials contracts is recognized as
services are rendered. Revenue on fixed price contracts is recognized using the
percentage-of-completion method. Under the percentage-of-completion method, in
each period expenses are recognized as incurred and revenue is recognized based
on a comparison of the current costs incurred for the project to the then
estimated total costs of the project. Accordingly, the revenues recognized in a
given period depend on the costs incurred for individual projects and the
estimate of the total remaining costs to complete individual projects. These
estimates are reviewed on a contract-by-contract basis, and are revised
periodically throughout the life of the contract such that adjustments to the
results of operations relating to these revisions are reflected in the period of
revision. Estimated costs to complete a project are based on many factors.
Accordingly, the final project cost may vary from the original estimate. Certain
project costs can vary significantly from original estimates which may lead to
significant fluctuations in actual gross margin compared to projected margins.
As a result, gross margins in future periods may be significantly reduced, and
in some cases, a loss may be required to be recognized. Provisions for estimated
losses on uncompleted contracts are made in the period in which such losses are
determined. For the year ended December 31, 2001, revenues from fixed-price
contracts accounted for approximately 75% of total revenues.

                                       F-8
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Contract costs include all direct materials, compensation and benefits,
living and travel expenses, payments to third-party sub-contractors and other
direct project-related expenses, in addition to allocations of indirect
overhead. Cost of revenues excludes down-time for direct compensation and
benefits and training not required for a specific job. Selling, general and
administrative costs are charged to expense as incurred.

     Costs and estimated earnings in excess of billings on uncompleted
contracts, represents revenues recognized in excess of amounts billed. Billings
in excess of costs and estimated earnings on uncompleted contracts represents
billings in excess of revenues recognized.

  (C) CASH EQUIVALENTS

     The Company considers all highly liquid financial instruments with original
maturities of three months or less to be cash equivalents.

  (D) INVENTORIES

     Inventories are stated at the lower of cost or market. Cost is determined
using the average cost method for all inventories. The inventories are primarily
composed of raw materials for use in the manufacture of tower lighting systems.

  (E) PROPERTY AND EQUIPMENT

     Property and equipment are recorded at cost and are depreciated using the
straight-line method over the estimated useful lives of the assets. Significant
additions which extend lives are capitalized. Normal maintenance and repair
costs are expensed as incurred.

  (F) GOODWILL

     Goodwill, which represents the excess of purchase price over fair value of
net assets acquired, has been amortized on a straight-line basis over the
expected period of benefit, ranging from 5-10 years. The Company assesses the
recoverability of its intangible goodwill assets by determining whether the
amortization of the goodwill balance over its remaining life can be recovered
through undiscounted future operating cash flows of the acquired operation. The
amount of goodwill impairment, if any, is measured based on projected discounted
future operating cash flows using a discount rate reflecting the Company's
average cost of funds. As a result of the assessment carried out at September
30, 2001, the Company reduced the carrying value of goodwill related to the
assets of specific business units, recording a goodwill write-down of $4.8
million.

  (G) OTHER INTANGIBLE ASSETS

     Other intangible assets represent wireless tower design rights, which are
amortized on a straight-line basis primarily over five years.

  (H) DERIVATIVE FINANCIAL INSTRUMENTS

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

     The Company engages in activities that expose it to various market risks,
including the effects of changes in interest rates. This financial exposure is
managed as an integral part of the Company's risk management

                                       F-9
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

program, which seeks to reduce the potentially adverse effect that the
volatility in market interest rates may have on operating results. The Company
currently maintains an interest rate swap agreement, to minimize significant,
unanticipated earnings fluctuations caused by volatility in interest rates. The
Company assesses, both at inception and on an ongoing basis, whether the
interest rate swap agreement is highly effective in offsetting changes in cash
flows of the hedged items.

  (I) ORGANIZATION COSTS

     Effective January 1, 1999, the Company adopted the American Institute of
Certified Public Accountants Statement of Position 98-5, Reporting on the Costs
of Start-up Activities ("SOP 98-5"), which requires that start-up costs be
expensed as incurred.

     Adoption of SOP 98-5 required the write-off of $121,000 in 1999, related to
previously capitalized and unamortized organization costs.

  (J) IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

     The Company reviews long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of the asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amounts of the assets exceed the fair values of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.

  (K) INCOME TAXES

     The Company uses the asset and liability method to account for income
taxes. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

  (L) STOCK OPTION PLANS

     The Company accounts for its stock option plans in accordance with the
provisions of Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation ("SFAS No. 123"). SFAS No. 123 encourages companies
to recognize as expense over the vesting period the fair value of all
stock-based awards on the grant date. Alternatively, SFAS No. 123 allows
entities to apply the provisions of Accounting Principles Board Opinion No. 25
Accounting for Stock Issued to Employees, ("APB No. 25") and related FIN No. 44,
and provide pro forma net earnings and pro forma earnings per share disclosures
as if the fair-value-based method defined in SFAS No. 123 had been applied. In
accordance with APB No. 25, and related interpretations, compensation expense is
generally only recorded to the extent that the market price of the underlying
stock at the date of grant exceeds the exercise price. The Company has elected
to apply the provisions of APB No. 25 and provide the pro forma disclosures
required by SFAS No. 123.

  (M) EARNINGS (LOSS) PER SHARE

     The Company calculates earnings (loss) per share in accordance with SFAS
No. 128, Earnings Per Share. Under SFAS No. 128, basic earnings (loss) per share
is determined by dividing net earnings (loss) applicable to common stockholders
by the weighted average common shares outstanding during the period.

                                       F-10
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Diluted earnings (loss) per share reflects the effects of potentially dilutive
securities and other common stock equivalents. Due to losses applicable to
common stockholders, potentially dilutive securities and other common stock
equivalents are not included in the computation of diluted per share amounts as
the effects would be anti-dilutive. Potential weighted average shares of common
stock excluded from the computation of diluted per share amounts because their
effects would be anti-dilutive approximated 17,452,000, 11,893,000, and
4,734,000 for the years ended December 31, 1999, 2000, and 2001.

  (N) COMMON STOCK PUT WARRANTS

     Common stock put warrants issued by the Company allowed the holders to sell
back to the Company at fair value any stock purchased under the warrants at
various dates in accordance with the respective agreements, subject to a maximum
redeemable value of approximately $22.7 million. Accordingly, the warrants were
considered liabilities and recorded at fair value in the accompanying
consolidated balance sheets. The fair value of the warrants was determined using
the Black-Scholes pricing model. Any changes in fair value of the liability
during the period were recorded as components of the results of operations. The
put feature on all common stock put warrants expired during 2000. Accordingly,
the liability was reclassified to stockholders' equity.

  (O) USE OF ESTIMATES

     Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities as of the balance sheet date and revenues and
expenses during the reporting period to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ significantly from those estimates.

  (P) COMPREHENSIVE INCOME (LOSS)

     On January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income ("SFAS No. 130"). SFAS No. 130
establishes standards for reporting and presentation of comprehensive income or
loss and its components in a full set of financial statements. Comprehensive
income or loss consists of net income or loss and all other gains and losses
that are excluded from net income by current accounting standards, and is
presented in the statement of stockholders' equity. SFAS No. 130 requires only
additional disclosures in the financial statements and does not affect the
Company's financial position or results of operations. As discussed in Note 9(c)
"Interest rate swap agreements", the Company recorded other comprehensive income
of $114,000 during 2001 related to a change in value of the effective portion of
its interest rate swap agreement. The Company had no other comprehensive income
for the years ended December 31, 2000 or 2001.

  (Q) FAIR VALUE OF FINANCIAL INSTRUMENTS

     SFAS No. 107, Disclosure About Fair Value of Financial Instruments,
requires that fair values be disclosed for the Company's financial instruments.
The carrying amounts of cash, accounts receivable, accounts payable and accrued
expenses, approximate fair value due to the short-term nature of these
instruments. The carrying amounts reported for the Company's line of credit and
notes payable to banks approximate their fair value because the underlying
instruments bear interest at rates and terms comparable to current terms offered
to the Company for instruments of similar risk. The fair values of affiliate
notes payable are not estimable due to their related party nature.

  (R) SEGMENT REPORTING

     SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information, establishes annual and interim reporting standards for an
enterprise's operating segments and related disclosures about its
                                       F-11
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

products, services, geographic areas, and major customers. An operating segment
is defined as a component of an enterprise that engages in business activities
from which it may earn revenues and incur expenses, and about which separate
financial information is regularly evaluated by the chief operating decision
maker in deciding how to allocate resources. The Company operates and manages
its business as a single segment.

  (S) NEW ACCOUNTING PRONOUNCEMENTS

     In June 2001, FASB issued Statement of Financial Accounting Standards No.
141, "Business Combinations" (SFAS 141"), which is effective for all business
combinations initiated after June 30, 2001. SFAS 141 requires companies to
account for all business combinations using the purchase method of accounting,
recognize intangible assets if certain criteria are met, as well as provide
additional disclosures regarding business combinations and allocation of
purchase price. The Company adopted SFAS 141 as of July 1, 2001. The adoption of
SFAS 141 did not have a material effect on the financial position or results of
the operations of the Company.

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

     In August 2001, FASB issued Statement of Financial Accounting Standards No.
143, "Accounting for Asset Retirement Obligations" ("SFAS 143"). SFAS 143
requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred. When the liability
is initially recorded, the entity capitalizes a cost by increasing the carrying
amount of the related long-lived asset. Over time, the liability is accreted to
its present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. Companies are required to adopt SFAS 143 in the first fiscal
year beginning after June 15, 2002. Adoption of SFAS 143 is not currently
expected to have a material impact on our results of operations.

     In October 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
which supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of and the accounting and
reporting provisions of Accounting Principles Board ("APB") Opinion No. 30,
Reporting the Results of Operations -- Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions for the disposal of a segment of a business. SFAS 144
retains many of the fundamental provisions of SFAS 121, but resolves certain
implementation issues associated with that Statement. SFAS 144 will be effective
for the Company beginning January 1, 2002. The Company is evaluating the effects
of this new accounting standard, however the Company does not anticipate any
material effect on its financial statements.

  (T) RECLASSIFICATIONS

     Certain reclassifications of year-to-date and prior year amounts have been
made to conform to current year presentation.

                                       F-12
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2.  ACQUISITIONS

     The following is a summary of the details of acquisitions made by the
Company over the three year period ending December 31, 2001:

     (A) CELL TECH

          In January 1999, the Company purchased all of the issued and
     outstanding shares of Cell Tech, a Charlotte, North Carolina based company,
     for a total initial purchase price of $1.7 million. The initial purchase
     price consisted of $1.4 million in cash and $299,000 of acquisition costs.
     An earn-out payment of up to $5.0 million subject to certain adjustments as
     defined in the purchase agreement, was required. The Company accrued an
     additional $4 million of goodwill for this earn-out payment as of December
     31, 1999, based on management's estimate of the amount to be paid.

          On May 24, 2000 the Company paid $400,000 in cash and issued a
     promissory note in the amount of $4.1 million to the sellers in settlement
     of the earn-out and accordingly increased goodwill by $500,000 (note 8).
     The note bears interest at the prime rate and is payable in eight equal
     quarterly installments plus interest beginning on July 1, 2000.

          The acquisition has been accounted for under the purchase method of
     accounting and, accordingly, the results of operations have been included
     since January, 1999.

          The fair values of the assets purchased and the liabilities assumed in
     the Cell Tech acquisition are set forth below: (in thousands of dollars)

<Table>
<S>                                                            <C>
Current assets..............................................   $2,213
Property and equipment......................................       45
Goodwill....................................................      177
Liabilities assumed.........................................     (750)
                                                               ------
Initial purchase price of Cell Tech.........................   $1,685
                                                               ======
</Table>

     (B) TWR GROUP

          In November, 1999, the Company purchased all of the issued and
     outstanding shares of TWR Group, Houston, a group of Texas based companies,
     for an initial purchase price of $10.1 million. The initial purchase price
     consisted of $9.9 million in cash and $181,000 of acquisition costs. An
     earn-out payment of up to $3.3 million may be required based on the excess
     of EBITDA of the TWR Group, over $3.5 million if any, for the fiscal year
     ended December 31, 1999. As of December 31, 2001, the Company, based on
     management's best estimate, has accrued approximately $1.7 million for the
     potential earn-out payment, which has been recorded to goodwill. An
     additional deferred payment of $2.3 million was also accrued as of December
     31, 2000, and charged to goodwill. This amount was paid one-third in cash
     and two-thirds in common stock of the Company, in January 2001. The
     acquisition has been accounted for under the purchase method of accounting
     and, accordingly, the results of operations have been included since
     November 1999.

          All future earn-out and additional payments, if any, will be recorded
     as additional goodwill.

                                       F-13
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

          The purchase price was allocated to the assets purchased and the
     liabilities assumed based upon the fair values determined by the Company as
     set forth below: (in thousands of dollars)

<Table>
<S>                                                            <C>
Current assets..............................................   $ 7,263
Property and equipment......................................     2,157
Initial Goodwill............................................     6,286
Liabilities assumed.........................................    (5,617)
                                                               -------
Initial purchase price of TWR Group.........................   $10,089
                                                               =======
</Table>

     (C) MTG

          Also in November 1999, the Company purchased substantially all of the
     assets and liabilities of MTG, a Phoenix, Arizona based company, for an
     initial purchase price of $269,000. The initial purchase price consisted of
     $200,000 in cash, and $69,000 of acquisition costs. An earn-out payment
     based on the excess of fiscal year 2000 EBITDA over a predetermined amount
     is payable the first year following closing. The earn-out is payable in
     common stock of the Company. The Company continues to negotiate with the
     seller but currently estimates that no earn-out will be paid.

          The acquisition has been accounted for under the purchase method of
     accounting and, accordingly, the results of operations have been included
     since November, 1999.

          Any future payments will be recorded as additional goodwill.

          The purchase price was allocated to the assets purchased and the
     liabilities assumed based upon the fair values determined by the Company as
     set forth below:

<Table>
<S>                                                            <C>
Current assets..............................................   $   441
Property and equipment......................................        10
Goodwill....................................................     1,557
Liabilities assumed.........................................    (1,739)
                                                               -------
Initial purchase price of MTG...............................   $   269
                                                               =======
</Table>

     (D) COMMUNICATION CONSULTING SERVICES, INC.

          In June 2000, the Company acquired all of the issued and outstanding
     common stock of Communication Consulting Services, Inc. a Chicago, Illinois
     based company, ("CCS"), for an initial purchase price of $2.3 million. The
     initial purchase price consisted of $2.3 million in cash, and $94,000 of
     acquisition costs.

          The acquisition has been accounted for under the purchase method of
     accounting and, accordingly, the results of operations have been included
     since June 2000.

          The purchase price was allocated to the assets purchased and the
     liabilities assumed based upon the fair values determined by the Company as
     set forth below: (in thousand of dollars)

<Table>
<S>                                                            <C>
Current assets..............................................   $1,114
Property and equipment......................................       67
Goodwill....................................................    1,487
Liabilities assumed.........................................     (324)
                                                               ------
Initial purchase price of CCS...............................   $2,344
                                                               ======
</Table>

                                       F-14
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     (E) WIRELESS SITES DEVELOPMENT, INC.

          In September 2000, the Company purchased substantially all of the
     assets of Wireless Sites Development, Inc., a New Jersey based company
     ("WSD"), for a purchase price of $310,000. The purchase price consisted of
     $50,000 in cash, a note payable for $250,000 (note 6) and $10,000 of
     acquisition costs.

          The acquisition has been accounted for under the purchase method of
     accounting and, accordingly, the results of operations have been included
     since September 2000.

          The purchase price was allocated to the assets purchased and the
     liabilities assumed based upon the fair values determined by the Company as
     set forth below:

<Table>
<S>                                                            <C>
Current assets..............................................   $ 58
Property and equipment......................................     39
Goodwill....................................................    266
Liabilities assumed.........................................    (53)
                                                               ----
Initial purchase price of WSD...............................   $310
                                                               ====
</Table>

     (F) CARDINAL ENGINEERING GROUP

          In October 2000, the Company purchased all of the shares of Cardinal
     Engineering Corporation, a North Carolina based company, for a purchase
     price of $182,000. The purchase price consisted of $170,000 in cash and
     $12,000 of acquisition costs.

          The acquisition has been accounted for under the purchase method of
     accounting.

          The purchase price was allocated to the assets purchased and the
     liabilities assumed based upon the fair values determined by the Company as
     set forth below: (in thousands of dollars)

<Table>
<S>                                                            <C>
Goodwill....................................................   $182
                                                               ----
Purchase price of Cardinal Engineering......................   $182
                                                               ====
</Table>

     (G) HAF LIMITED

          In December 2000, the Company purchased substantially all of the
     issued and outstanding Share Capital of HAF Limited, a United Kingdom based
     company, for a purchase price of $4.3 million. The purchase price consisted
     of $2.9 million in cash, $805,000 in common stock of the Company, a note
     payable for $450,000 (note 8) and $121,000 of acquisition costs.

          The acquisition has been accounted for under the purchase method of
     accounting and, accordingly, the results of operations have been included
     since December 2000.

          The purchase price was allocated to the assets purchased and the
     liabilities assumed based upon the fair values determined by the Company as
     set forth below: (thousands of dollars)

<Table>
<S>                                                            <C>
Current assets..............................................   $  389
Goodwill....................................................    4,155
Liabilities assumed.........................................     (243)
                                                               ------
Purchase price of HAF.......................................   $4,301
                                                               ======
</Table>

                                       F-15
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     (H) YOUNG & ASSOCIATES, INC.

          In January 2001, the Company purchased substantially all of the issued
     and outstanding Share Capital of Young & Associates Inc, a San Diego based
     company, (Y&A) for a purchase price of $12.2 million. The purchase price
     consisted of $9.7 million in cash, $2.3 in common stock of the Company, and
     $194,000 of acquisition costs.

          The acquisition has been accounted for under the purchase method of
     accounting and, accordingly, the results of operations have been included
     since January 2001.

          The purchase price was allocated to the assets purchased and the
     liabilities assumed based upon the fair values determined by the Company as
     set forth below: (thousands of dollars)

<Table>
<S>                                                            <C>
Current assets..............................................   $ 3,201
Property and equipment......................................        41
Initial Goodwill............................................    12,225
Liabilities assumed.........................................    (3,257)
                                                               -------
Purchase price of Y&A.......................................   $12,210
                                                               =======
</Table>

          Unaudited pro forma results of operations (in thousands, except per
     share data) for the years ended December 31, 2000 and 2001, assuming the
     2000 and 2001 acquisitions occurred as of January 1, 2000 are as follows:
     (in thousands of dollars)

<Table>
<Caption>
                                                                2000       2001
                                                              --------   --------
<S>                                                           <C>        <C>
Revenues....................................................  $153,541   $117,336
Loss before extraordinary items and cumulative effect of
  change in accounting principle applicable to common
  stockholders..............................................   (11,432)   (28,034)
Net loss applicable to common stockholders..................   (21,874)   (28,034)
Net loss per share applicable to common stockholders........  $  (1.41)  $  (1.01)
                                                              ========   ========
</Table>

3.  RESTRUCTURING

     During the first quarter of 2001, the Company initiated a restructuring
plan to streamline its operations and reduce its cost structure. As part of the
restructuring plan, which consisted primarily of a workforce reduction, closure
of certain offices and the consolidation of certain facilities, the Company
recorded restructuring charges totaling approximately $1.1 million. During the
year ended December 31, 2001 approximately $734,000 in costs were paid related
to this restructuring.

     Workforce reduction was the main focus of the restructuring. Employee
headcount has declined from 770 employees at December 31, 2000 to 573 employees
at December 31, 2001. Excluding the addition of 53 employees hired in connection
with the acquisition of Young & Associates, Inc. in January 2001, this
represents a reduction of 250 employees or approximately 30% of the Company's
workforce. The reductions took place in all sectors of operations and at all
levels of staff including management. The Company recorded approximately
$124,000 to expense for severance and other termination benefits related to the
workforce reduction.

     Additionally, the Company closed several regional offices including our
offices in Scottsdale, AZ, Memphis, TN, Dallas TX, and Greenville, SC. Remaining
costs provided for in the restructuring reserve totaled $366,000 at December 31,
2001.

                                       F-16
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4.  DISCONTINUED OPERATIONS

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

     Revenues from Specialty Drilling, Inc. were approximately $170,000 and $1.2
million for the years ended December 31, 2001 and December 31, 2000
respectively. Net loss attributed to Specialty Drilling Inc. was approximately
$196,000 and $127,000 for the years ended December 31, 2001 and December 31,
2001, respectively.

     The components of net assets of discontinued operations included in the
Consolidated Balance Sheet at the time of sale were as follows (in thousands):

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

5.  CONTRACTS IN PROGRESS

     The Company's costs, earnings, and billings on uncompleted contracts at
December 31, 2000 and 2001 are as follows: (in thousands of dollars)

<Table>
<Caption>
                                                                2000       2001
                                                              --------   --------
<S>                                                           <C>        <C>
Costs incurred on uncompleted contracts.....................  $ 71,135   $ 69,547
Estimated earnings..........................................    28,939     22,206
Less billings to date.......................................   (89,685)   (77,434)
                                                              --------   --------
  Total.....................................................  $ 10,389   $ 14,319
                                                              ========   ========
Included in the accompanying balance sheets:
Costs and estimated earnings in excess of billings on
  uncompleted contracts.....................................  $ 14,137   $ 15,456
Billings in excess of costs and estimated earnings on
  uncompleted contracts.....................................    (3,748)    (1,137)
                                                              --------   --------
  Total.....................................................  $ 10,389   $ 14,319
                                                              ========   ========
</Table>

                                       F-17
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6.  PROPERTY AND EQUIPMENT

     Property and equipment consists of the following at December 31, 2000 and
2001: (in thousands of dollars)

<Table>
<Caption>
                                                     DEPRECIABLE LIFE
                                                         IN YEARS        2000      2001
                                                     ----------------   -------   -------
<S>                                                  <C>                <C>       <C>
Land...............................................          --         $   117   $   117
Buildings..........................................          40             979       982
Leasehold improvements.............................         4-5             472       669
Vehicles...........................................         3-7           1,741     1,620
Furniture, fixtures, and equipment.................        3-10           3,616     4,550
                                                                        -------   -------
  Total property and equipment.....................                       6,925     7,938
Less accumulated depreciation......................                      (2,643)   (3,961)
                                                                        -------   -------
  Net property and equipment.......................                     $ 4,282   $ 3,977
                                                                        =======   =======
</Table>

7.  INTANGIBLE ASSETS

     Intangible assets at December 31, 2000 and 2001 consist of the following
(in thousands of dollars):

<Table>
<Caption>
                                                         ESTIMATED
                                                        USEFUL LIVES
                                                          IN YEARS      2000      2001
                                                        ------------   -------   -------
<S>                                                     <C>            <C>       <C>
Goodwill, net of accumulated amortization of $4,026
  and $9,962 for 2000 and 2001, respectively..........      5-10       $26,971   $28,749
Tower design rights, net of accumulated amortization
  of $463 and $613 for 2000 and 2001, respectively....         5           287       138
                                                                       -------   -------
                                                                       $27,258   $28,887
                                                                       =======   =======
</Table>

     As a result of the Company's continuing assessment of the recoverability of
its intangible goodwill assets, during the quarter ended September 30, 2001, the
Company reduced the carrying value of goodwill related to the assets of specific
business units recording a goodwill write-down of $4.8 million. The Company
continues to monitor the performance of its acquisitions and, due to the change
in the economic environment in the telecommunications sector, further reductions
to previously recorded goodwill related to certain acquisitions may be required
if future operating cash flows for previously acquired operations are not
achieved.

                                       F-18
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8.  AFFILIATES NOTES PAYABLE

     Affiliates notes payable consist of the following at December 31, 2000 and
2001: (in thousands of dollars)

<Table>
<Caption>
                                                               2000     2001
                                                              ------   ------
<S>                                                           <C>      <C>
Note payable, resulting from the acquisition of Cell Tech
  (note 2). The note, which bears interest at the prime rate
  (4.75% at December 31, 2001), is payable in 8 quarterly
  installments of $513 plus interest, beginning on July 1,
  2000 .....................................................  $3,076   $1,027
Note payable, resulting from the acquisition of Wireless
  Sites Development Inc., (note 2). The note, which accrued
  interest at 10.00% was payable in 36 monthly installments
  of $7 plus interest, beginning on October 1, 2000. The
  balance outstanding on the note was paid in full in
  August, 2001 .............................................     226       --
Note payable, resulting from the acquisition of HAF Limited,
  (note 2). The note, which bears interest at prime rate
  plus 2 percent is payable in 12 monthly installments of
  $23 plus interest beginning on February 1, 2002...........     450      275
                                                              ------   ------
Total notes payable to affiliates...........................  $3,752   $1,302
Less current portion of notes payable to affiliates.........  $2,126   $1,279
                                                              ------   ------
Long term notes payable to affiliates.......................  $1,626   $   23
                                                              ======   ======
</Table>

     Required principal repayments on the affiliate notes payable are as
follows:

<Table>
<Caption>
YEAR ENDING DECEMBER 31,
------------------------
<S>                                                            <C>
2002........................................................   $1,279
2003........................................................       23
                                                               ------
                                                               $1,302
                                                               ======
</Table>

9.  OTHER LONG-TERM INDEBTEDNESS

     The Company's long-term indebtedness at December 31, 2000 and 2001 is
comprised of the following: (in thousands of dollars)

<Table>
<Caption>
                                                               2000     2001
                                                              ------   ------
<S>                                                           <C>      <C>
Bank revolving line of credit(a)............................  $2,925   $7,318
Notes payable on vehicle and equipment purchases(b).........     710      635
                                                              ------   ------
Total long-term debt........................................   3,635    7,953
Less current portion of long-term debt......................    (176)    (451)
                                                              ------   ------
Long-term indebtedness......................................  $3,459   $7,502
                                                              ======   ======
</Table>

  (A) BANK CREDIT FACILITIES

     The Company has a credit facility with Wachovia Bank, N.A. the "Wachovia
Facility" that was initially composed of the following: (a) a $10.5 million term
loan; (b) an $11.5 million revolving working capital facility; and (c) a $3
million acquisition loan facility. At December 31, 1999, $4.7 million was
outstanding under the revolving working capital facility. On July 17, 2000 the
Company increased its credit facility with Wachovia by $10 million. In August,
2000, the Company repaid all amounts outstanding under the Wachovia Facility
with the proceeds from the Company's initial public offering. At that time, the
Company wrote off the

                                       F-19
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

remaining capitalized loan costs of $2.6 million relating to this facility. This
amount was recorded as an extraordinary item. On September 29, 2000 the Company
amended the Wachovia Facility. The new facility consisted entirely of a $35
million revolving loan facility. The maximum amount that could be borrowed under
the revolving credit facility was limited to a multiple of trailing earnings
before income taxes, depreciation and amortization (EBITDA). Accordingly the
Company's ability to borrow under this facility was contingent upon EBITDA. All
loans are payable in full on November 1, 2004.

     Effective October 2, 2001 the Company amended the Wachovia Facility, N.A as
agent and reduced the amount available under the facility from $35 million to
the lesser of (a) $15 million or (b) a pre-defined borrowing base determined by
Eligible Receivables. Accordingly, the Company's ability to borrow under the
facility is contingent upon gross receivables, based on a pre-defined borrowing
base. The credit facility is due November 1, 2004 and bears interest based on
LIBOR plus a margin of up to 3.75%. The interest rate was 7% at December 31,
2001. The line of credit is secured by substantially all of the Company's
business assets, is guaranteed by the Company's subsidiaries and is senior to
approximately $2.6 million of subordinated indebtedness. The terms of the credit
agreement include several covenants and restrictions including but not limited
to those discussed herein. The terms of the credit agreement require maintenance
of specified levels of earnings (loss) before income taxes, depreciation and
amortization (EBITDA). In addition, the Company is required to provide the
lenders with periodic budgets, financial statements and periodic reports and
filings. Additionally, the Company is restricted in the amount of payments to
holders of seller notes. The covenants also limit the Company's ability to sell
its assets outside the ordinary course of business, merge with or acquire other
businesses. In addition, the Company is limited in capital expenditures that can
be incurred during a given period. If the Company continues to experience
losses, it could be in violation of the covenants in its credit facility in the
future. At December 31, 2001 the Company had capacity to borrow up to $12.9
million under the credit facility and at that date it had $7.3 million in
outstanding borrowings. See Note 15 "Subsequent events" for a discussion of the
Third Amendment to Credit Agreement.

     As of December 31, 2001, the weighted average interest rate was 7%.

  (B) NOTES PAYABLE

     In addition to the credit facilities and affiliate notes payable, the
Company also has various notes payable arising from vehicle and equipment
purchases. These notes bear interest at varying rates, require monthly
installments of principal and interest, and are secured by vehicles and
equipment.

     The aggregate maturities of the Company's long-term indebtedness are as
follows: (in thousands of dollars)

<Table>
<Caption>
                                                          NOTES    REVOLVING LINE
YEAR ENDING DECEMBER 31,                                 PAYABLE     OF CREDIT      TOTAL
------------------------                                 -------   --------------   ------
<S>                                                      <C>       <C>              <C>
2002...................................................   $451         $   --       $  451
2003...................................................    105          7,318        7,423
2004...................................................     54             --           54
2005...................................................     25             --           25
Thereafter.............................................     --             --           --
                                                          ----         ------       ------
  Total................................................   $635         $7,318       $7,953
                                                          ====         ======       ======
</Table>

  (C) INTEREST RATE SWAP AGREEMENT

     The Company has entered into an interest rate swap agreement with its
senior lender in accordance with its loan agreement, which has been classified
as a cash flow hedge. The interest rate swap agreement allows the Company to
swap interest rate payments from a floating rate of LIBOR to a fixed interest
payment of

                                       F-20
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7.25% on a notional principal of $12.5 million and will be in effect until
January 2003. Changes in the fair value of the interest rate swap agreement are
recognized in other comprehensive income or loss until such point that the
interest rate swap no longer qualifies for hedge accounting, at which point, the
gain (loss) reported is reported as a component of interest expense.

10.  INCOME TAXES

     The Company files a consolidated income tax return with its majority-owned
subsidiaries. The components of the income tax provision (benefit) for the three
years ended December 31, 1999 through 2001 are as follows:

<Table>
<Caption>
                                                              YEAR ENDED DECEMBER 31,
                                                              -----------------------
                                                               1999     2000    2001
                                                              -------   ----   ------
<S>                                                           <C>       <C>    <C>
Current:
  Federal...................................................  $    --   $ --   $   --
  State.....................................................       12    161       --
  Foreign...................................................       --     --       --
                                                              -------   ----   ------
                                                                   12    161       --
                                                              -------   ----   ------
Deferred:
  Federal...................................................   (1,304)   591    2,285
  State.....................................................     (105)   135      335
  Foreign...................................................       --     --       --
                                                              -------   ----   ------
                                                               (1,409)   726    2,620
                                                              -------   ----   ------
     Total..................................................  $(1,397)  $887   $2,620
                                                              =======   ====   ======
</Table>

     Income tax expense (benefit) is included in the Consolidated Statement of
Operations as follows:

<Table>
<Caption>
                                                            YEAR ENDED DECEMBER 31,
                                                           --------------------------
                                                            1999      2000      2001
                                                           -------   -------   ------
<S>                                                        <C>       <C>       <C>
Continuing operations....................................  $(1,226)  $ 3,099   $2,620
Extraordinary items......................................     (171)   (2,212)      --
Discontinued operations..................................       --        --       --
                                                           -------   -------   ------
     Total...............................................  $(1,397)  $   887   $2,620
                                                           =======   =======   ======
</Table>

     In connection with the Company's initial public offering of common stock in
August of 2000, various employees exercised their incentive stock options and
disposed of the underlying common stock of the Company prior to the one-year
stock holding period as mandated by Internal Revenue Code Section 422(a)(1). As
a result, the Company measured the compensation element associated with such
disqualifying dispositions of stock and reported such amounts to the employees
as income. The resulting income tax deduction available to the Company created a
deferred income tax benefit that is properly chargeable to Additional Paid-in
Capital in accordance with Accounting Pronouncements Bulletin No. 25.

                                       F-21
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     As a result of the above transaction, the components of deferred income tax
expense (benefit) for the year ended December 31, 2000 are presented below:

<Table>
<Caption>
                                                                YEAR ENDED
                                                               DECEMBER 31,
                                                                   2000
                                                               ------------
<S>                                                            <C>
Increase in 2000 net deferred income tax asset..............      $ (879)
Stock compensation tax benefit credit to Additional Paid-in
  Capital...................................................       1,605
                                                                  ------
Deferred income tax expense per Consolidated Statement of
  Operations................................................      $  726
                                                                  ======
</Table>

     A reconciliation of the expected income tax expense (benefit) from
continuing operations (based on the Federal statutory rate of 34%) to the actual
income tax expense (benefit) for the three years ended December 31, 2001 is as
follows (in thousands of dollars):

<Table>
<Caption>
                                                            YEAR ENDED DECEMBER 31,
                                                          ---------------------------
                                                           1999      2000      2001
                                                          -------   -------   -------
<S>                                                       <C>       <C>       <C>
Computed "expected" tax provision (benefit).............     (396)   (2,662)   (8,374)
Nondeductible goodwill amortization and impairment
  charges...............................................      114       523     2,213
Common stock put warrant charges........................       --     4,651        --
Other nondeductible items...............................      104       389       202
State income taxes, net of Federal benefit..............      (61)      241      (893)
Change in valuation allowance...........................     (942)       --     9,802
Other, net..............................................      (45)      (43)     (330)
                                                          -------   -------   -------
Provision (benefit) for income taxes....................  $(1,226)  $ 3,099   $ 2,620
                                                          =======   =======   =======
</Table>

     The income tax effect of temporary differences that give rise to
significant portions of the Company's deferred income tax assets and liabilities
at December 31, 2000 and 2001 is presented below (in thousands of dollars):

<Table>
<Caption>
                                                                 YEAR ENDED
                                                                DECEMBER 31,
                                                              ----------------
                                                               2000     2001
                                                              ------   -------
<S>                                                           <C>      <C>
Deferred income tax assets:
  Net operating loss carryforwards..........................  $1,985   $ 5,667
  Allowance for doubtful accounts...........................      79     1,308
  Amortization of goodwill..................................     400     1,605
  Other, net................................................     417       924
                                                              ------   -------
     Total gross deferred income tax asset..................   2,881     9,933
  Less: valuation allowance.................................      --    (9,920)
                                                              ------   -------
     Deferred income tax assets.............................   2,881        13
Deferred income tax liabilities:
  Differences in the book and tax bases of depreciable
     assets.................................................     (86)      (13)
  Deferred compensation.....................................    (175)       --
                                                              ------   -------
Net deferred income tax assets..............................  $2,620   $    --
                                                              ======   =======
</Table>

     The valuation allowance for deferred income tax assets as of December 31,
1999, 2000 and 2001 was $0, $0 and $9,920, respectively. The net change in the
total valuation allowance for the years ended December 31,

                                       F-22
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1999, 2000 and 2001 was an increase (decrease) of ($942), $0, and $9,920,
respectively. In assessing the realizability of deferred income tax assets,
management considers whether it is more likely than not that some portion or all
of the deferred income tax assets will not be recognized. The ultimate
realization of deferred income tax assets is dependent upon the generation of
future table income during the periods in which the temporary differences become
deductible. Management considers the scheduled reversal of deferred income tax
liabilities, projected future taxable income, and tax planning strategies in
making this assessment. Based on these criteria, management has decided to
record a full valuation allowance against net deferred income tax assets as of
December 31, 2001.

     At December 31, 2001, the Company has net operating loss carryforwards for
U.S. Federal income tax purposes of approximately $14.5 million that are
available to offset future taxable income, if any, through 2021.

11.  COMMITMENTS AND CONTINGENCIES

  (A) RELATED PARTY LEASES

     During December 1999, the Company entered into an agreement with a member
of senior management for the rental of its Northeast regional office. The lease
is classified as an operating lease and provides for minimum annual rentals of
$129,000 through 2004, with an option for annual extensions. Lease expense
incurred under this agreement in 1999, 2000 and 2001 was approximately $11,000,
$135,000 and $160,000 respectively.

     In November 1999, the Company entered into an agreement with the former
owner of an acquired subsidiary for the rental of its Southwest regional office.
The lease is classified as an operating lease and provides for annual rentals of
up to $192,000 through 2002, with an option for annual extensions. Lease expense
incurred in 1999 under this agreement was approximately $14,000, in 2000 was
approximately $154,000 while in 2001 it was $192,000.

     In February 1998, the Company entered into an agreement with a principal
stockholder for the rental of its corporate headquarters. The lease is
classified as an operating lease and provides for annual rentals of
approximately $182,000 through May 2003. The lease allows for cancellation after
three years with 180 days' notification. Lease expense was approximately
$182,000, $167,000, and $206,000 in 1999, 2000, and 2001, respectively.

     During 1999, the Company rented its Central regional office from a
principal stockholder for the period January 1, 1999 to March 1, 1999 and
incurred approximately $30,000 of lease expense under the agreement. On March 1,
1999, the Company purchased the office for $325,000 and terminated the rental
agreement.

     The Company also purchased approximately $300,000 of equipment from an
affiliated company of the majority stockholder during 1999.

     In addition, the Company has commitments with unrelated parties under
operating leases, principally for office space, warehouse space, and equipment.
These unrelated lease agreements generally cover a period of one to five years.

     Management believes the terms of the above transactions with related
parties are comparable to similar transactions among unrelated parties.

                                       F-23
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following summarizes the approximate future minimum lease payments
under all non-cancelable related and unrelated party operating lease agreements:
(in thousands of dollars)

<Table>
<Caption>
YEAR ENDING DECEMBER 31,
------------------------
<S>                                                           <C>
2002........................................................  $2,357
2003........................................................   1,110
2004........................................................     643
2005........................................................     221
2006........................................................       5
                                                              ------
          Total.............................................  $4,336
                                                              ======
</Table>

     Total lease expense for 1999, 2000 and 2001 approximated $809,000, $2.2
million, and $3.1 million, respectively.

  (B) LEGAL MATTERS

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

     On November 20, 1997, the Company agreed to issue warrants to purchase
shares of the Company's common stock to a corporation in consideration for
services rendered in connection with the issuance of the Company's Class A
Preferred Stock. By virtue of a transaction closed on November 20, 1997, and a
subsequent stock split, the number of warrants to be issued was 298,562. Each
warrant enabled the holder to purchase one share of common stock for $1.81. The
warrants were to expire five years from the issuance date. The estimated value
of the warrants was $20,652, at the time of the November 1997 transaction, and
was included in the issuance costs of the Class A Preferred Stock. Although the
Company believes its obligation to the aforementioned corporation was resolved
by an arbitration proceeding decided January 3, 2000, the matter was disputed by
the corporation and the matter was again submitted to arbitration. During the
third quarter of 2001, an arbitration panel determined that the Company should
pay $489,600 to the corporation subject to appeal. During 2001, the Company
recognized $641,000 in expense, which includes the expected cost of the award
along with associated defense costs incurred to date. Following negotiation
between the parties, on March 19, 2002, a settlement agreement was reached
whereby the Company agreed to pay the corporation $553,775 in cash, of which
$103,775 has been paid. The remainder of the settlement amount will be paid over
a period of nine months.

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

  (C) CONTRACT REVENUES RECEIVABLE

     On February 9, 2001, o2wireless obtained a Promissory Note from South
Carolina Phone, LLC for the sum of approximately $6.1 million, to cover payment
for goods and services provided by the Company to the

                                       F-24
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

issuer during 2000. This Note was paid in full on November 2, 2001. The original
amount of approximately $6.1 million was included in accounts receivable on the
financial statements at December 31, 2000.

12.  STOCK OPTIONS

     The Company's 1998 Stock Option Plan (the "Plan") was adopted by the Board
of Directors on July 10, 1998. The Plan was subsequently amended and restated on
May 25, 2000. Under the Plan, the Company can grant incentive and nonqualified
options to directors, officers, and employees. The Company also increased the
number of shares authorized for issuance under the Plan to 1,511,825. During
2000, the Company increased the number of shares of common stock authorized for
issuance under the Plan to 2.65 million and in 2001, the Company further
increased the number of shares available to 6.2 million. The exercise price of
options granted under the Plan may not be less than 100% of the fair market
value of the common stock on the grant date. For qualified incentive stock
options granted to a Ten Percent Owner, the purchase price shall not be less
than 110% of the fair market value of the common stock on the grant date.
Options granted under the Plan have a vesting period of up to five years and
expire five years after vesting, or earlier under certain conditions. As of
December 31, 2001, 4,642,560 options were outstanding under the Plan.

     At various dates in June and July 1999, the Company repriced 791,595
options from exercise prices of $1.89 and $2.49 to $1.14 per share. All of these
options were exercised prior to August 16, 2000.

     Stock option activity, including options granted to officers outside of the
Plan, for the years ended December 31, 1999, 2000, and 2001 is as follows:

<Table>
<Caption>
                                                                          APPROXIMATE
                                                           NUMBER OF    WEIGHTED-AVERAGE
                                                             SHARES      EXERCISE PRICE
                                                           ----------   ----------------
<S>                                                        <C>          <C>
Outstanding at December 31, 1998.........................   1,453,305        $0.68
Granted..................................................     654,550         1.55
Forfeited................................................    (484,576)        0.23
Exercised................................................        (530)        1.14
                                                           ----------        -----
Outstanding at December 31, 1999.........................   1,622,749         1.16
Granted..................................................   1,591,616         8.12
Forfeited................................................    (126,992)        5.97
Exercised................................................  (1,015,364)        0.91
                                                           ----------        -----
Outstanding at December 31, 2000.........................   2,072,009         6.35
Granted..................................................   2,913,625         2.61
Forfeited................................................    (333,004)        8.04
Exercised................................................     (10,070)        2.12
                                                           ----------        -----
Outstanding at December 31, 2001.........................   4,642,560        $3.83
                                                           ==========        =====
</Table>

                                       F-25
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table summarizes information concerning stock options
outstanding as of December 31, 2001:

<Table>
<Caption>
                                                         APPROXIMATE
                     RANGE OF           WEIGHTED-         WEIGHTED-    EXERCISABLE    WEIGHTED-
                   APPROXIMATE     AVERAGE CONTRACTUAL     AVERAGE        AS OF        AVERAGE
       SHARES        EXERCISE        REMAINING LIFE       EXERCISE     DECEMBER 31,   EXERCISE
     OUTSTANDING      PRICES           (IN YEARS)           PRICE          2001         PRICE
     -----------  --------------   -------------------   -----------   ------------   ---------
<S>  <C>          <C>              <C>                   <C>           <C>            <C>
       3,215,497  $ 1.14 -  2.56           9.5             $ 1.86       1,133,559      $ 1.78
         193,886    3.40 -  5.78           8.7               3.71         123,057        3.49
         819,550    6.10 - 11.51           8.8               7.14         506,100        6.40
         413,627   12.00 - 21.56           9.3              12.59         149,120       12.38
     -----------  --------------           ---             ------       ---------      ------
       4,642,560  $ 1.14 - 21.56           9.1             $ 3.83       1,911,836      $ 3.94
     ===========  ==============           ===             ======       =========      ======
</Table>

     Disclosures of pro forma net income (loss) and earnings (loss) per share is
required by SFAS No. 123, and has been determined as if the Company had
accounted for its employee stock option grants under the fair value method of
that statement. The fair value for stock options granted was estimated at the
date of grant using a Black-Scholes option pricing model with the following
weighted-average assumptions:

<Table>
<Caption>
                                                             YEARS ENDED DECEMBER 31,
                                                            ---------------------------
                                                             1999      2000      2001
                                                            -------   -------   -------
<S>                                                         <C>       <C>       <C>
Risk free interest rate...................................     6.33%     9.50      6.33%
Volatility................................................        0       120       137%
Dividend Yield............................................        0         0         0
Expected life in years....................................  5 years   5 years   5 years
</Table>

     For purposes of pro forma disclosures, the estimated fair value of the
option is amortized to expense over the options' vesting period, which includes
actual vesting entitlements during the year. The weighted-average fair value of
options granted during 1999, 2000 and 2001 was $0.27, $6.75, and $2.61,
respectively.

     The Company's pro forma net loss and loss per share using the fair value
based method of accounting of SFAS No. 123 is as follows: (in thousands of
dollars)

<Table>
<Caption>
                                                           YEARS ENDED DECEMBER 31,
                                                          ---------------------------
                                                          1999      2000       2001
                                                          -----   --------   --------
<S>                                                       <C>     <C>        <C>
Pro forma net loss......................................  $(505)  $(16,822)  $(29,446)
Pro forma basic and diluted loss per share applicable to
  common stockholders...................................  (0.16)     (1.52)     (1.06)
</Table>

     The effect on net loss and loss per share may not be indicative of the
effects in future years as options vest over several years and the Company
continues to grant stock options to new employees.

13.  WARRANTS

     During 1999, the Company issued warrants to purchase 200,652 shares of
common stock to each of its largest stockholder and the holder of its Class A
Stock. The warrants were issued in exchange for collateral provided by these
stockholders relating to the Company's then outstanding credit facility. Each
warrant enabled the holder to purchase one share of common stock for $.0038. The
value of the warrants was recorded as additional interest expense. The estimated
value of the warrants was $415,000 based on an estimated fair value of $1.0344
per common share at the date of issuance. All of these warrants were exercised
during 2000 and converted to 401,225 shares of common stock.

                                       F-26
<PAGE>
                   O2WIRELESS SOLUTIONS INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14.  SEGMENT AND CUSTOMER INFORMATION

     The Company operates and manages its business as a single segment. The
Company provides comprehensive integrated network solutions to service providers
in the wireless telecommunications industry.

     The following is a summary of revenues by geographic area. Revenue from
external customers is based on selling location: (in thousands of dollars)

<Table>
<Caption>
                                                         UNITED
                                                         STATES    OTHER    CONSOLIDATED
                                                        --------   ------   ------------
<S>                                                     <C>        <C>      <C>
Year ended December 31, 1999..........................  $ 47,794   $  837     $ 48,631
Year ended December 31, 2000..........................  $136,202   $4,164     $140,366
Year ended December 31, 2001..........................  $112,815   $4,521     $117,336
</Table>

     For the year ended December 31, 1999, revenues from three unaffiliated
customers totaled approximately 36% of revenues. For the year ended December 31,
2000, revenues from two unaffiliated customers totaled approximately 30% of
revenues. For the year ended December 31, 2001, revenues from two customers
totaled approximately 30% of revenues. There were no other unaffiliated
individual customers that accounted for more than 10% of total revenues in 1999,
2000 or 2001.

15.  SUBSEQUENT EVENTS (UNAUDITED)

  BARAN GROUP, LTD.

     On February 26, 2002, the Company announced that it has entered into a
nonbinding letter of intent with Baran Group, Ltd. ("Baran"), a diversified
engineering services and construction firm based in Tel Aviv, Israel.

     Pursuant to the transaction envisioned under the letter of intent, Baran
will acquire 100% of the issued and outstanding capital stock of the Company in
exchange for approximately 1.858 million Baran ordinary shares, representing 19%
of the outstanding Baran ordinary shares, and $7.6 million in cash. Under the
terms of the letter of intent, each of the Company's shareholders would receive
approximately .060934 Baran shares and $.25 for each share of the Company's
stock that they hold. The closing of the acquisition is subject to the execution
of a definitive merger agreement, the approval of the Company's shareholders and
certain other customary conditions. The parties intend to enter into a
definitive merger agreement as soon as practicable. In connection with
transaction, Baran intends to list its shares on the NASDAQ National Market.

     If, while the letter of intent is in effect, the Company breaches certain
exclusivity obligations or accepts another acquisition proposal, Baran will be
entitled to receive a termination fee of $2 million. In addition, the Company's
acceptance of an alternative acquisition proposal will result in Baran obtaining
an option to purchase up to 5,559,609 shares of the Company's common stock at an
exercise price of $0.90 per share.

  THIRD AMENDMENT TO CREDIT AGREEMENT

     Effective March 22, 2002 the Company amended its syndicated credit
agreement with Wachovia Bank, N.A as agent and reduced the amount available
under the credit facility from the lesser of (a) $15.0 million or (b) a
pre-defined borrowing based determined by Eligible Receivables to the lesser of
(a) $13.0 million or (b) a pre-defined borrowing based determined by Eligible
Receivables. The Eligible Receivables balance excludes certain accounts
receivable from EBITDA covenant calculations. Accordingly, the ability to borrow
under the facility is contingent upon gross receivables, based on a pre-defined
borrowing base. The credit facility's maturity was shortened from November 1,
2004 to June 30, 2003, and it bears interest based on LIBOR plus a margin of up
to 3.75%.

                                       F-27
<PAGE>

         SCHEDULE II -- CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

                  O2WIRELESS SOLUTIONS, INC. AND SUBSIDIARIES

                 CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 1999, 2000 AND 2001

<Table>
<Caption>
                                                               ADDITIONS
                                                       -------------------------
                                                        BALANCE AT    CHARGED TO                 BALANCE
                                                       BEGINNING OF   COSTS AND                 AT END OF
YEAR ENDED                                                PERIOD       EXPENSES    DEDUCTIONS    PERIOD
----------                                             ------------   ----------   ----------   ---------
                                                                         (IN THOUSANDS)
<S>                                                    <C>            <C>          <C>          <C>
December 31, 1999:
  Allowance for Doubtful Accounts...................       $106           766           --          872
  Income Tax Valuation Allowance....................        942            --         (942)          --
December 31, 2000:
  Allowance for Doubtful Accounts...................       $872           615         (675)         812
  Income Tax Valuation Allowance....................         --            --           --           --
December 31, 2001:
  Allowance for Doubtful Accounts...................       $812         2,544           --        3,356
  Income Tax Valuation Allowance....................         --         9,920           --        9,920
</Table>

                                       F-28