<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-KSB

|X|   Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
      Act of 1934 for the Fiscal Year Ended December 31, 2002.

                                       0r

| |   Transition Report Pursuant to Section 13 or 15 (d) of the Securities
      Exchange Act of 1934 for the Transition Period From _________ to _________

Commission File Number 000-29032

                      CHAMPION COMMUNICATION SERVICES, INC.

             DELAWARE                                   76-0448005
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

 1610 WOODSTEAD COURT, SUITE 330
     THE WOODLANDS, TEXAS                                   77380
(Address of Principal Offices)                            (Zip Code)

                                 (281) 362-0144
                (Issuer's Telephone Number, including area code.)

Securities registered under Section 12(b) of the Exchange Act:

         Title of Each Class                Name of Exchange on which Registered
                 NONE                                      NONE

Securities registered under Section 12(g) of the Exchange Act:

         Title of Each Class                Name of Exchange on which Registered
COMMON STOCK, PAR VALUE $.01 PER SHARE                     NONE

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B, and no disclosure will be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-KSB or any amendment to
this Form 10-KSB. Yes |X|  No | |

State issuer's revenues for its most recent fiscal year. $3,893,000

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and ask prices of such stock, as of a specified date within the past 60
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

As of March 25, 2003, there were 4,116,351 shares of common stock, $0.01 par
value, of the registrant outstanding. The aggregate market value of the voting
stock held by non-affiliates of the registrant as of March 25, 2003 was $989,145
based upon the average bid and ask price of the common stock on such date of
U.S. $0.52 per share. For purposes of this computation, all executive officers,
directors and 10% stockholders were deemed affiliates. Such a determination
should not be an admission that such executive officers, directors or 10%
stockholders are affiliates.
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                                     INDEX                                                            PAGE NUMBER

<S>                                                                                                                   <C>
DOCUMENTS INCORPORATED BY REFERENCE .........................................................................              i
GLOSSARY OF TERMS ...........................................................................................             ii

                                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS ............................................................................              1

ITEM 2.  DESCRIPTION OF PROPERTY ............................................................................             14

ITEM 3.  LEGAL PROCEEDINGS ..................................................................................             15

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ................................................             15

                                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ...........................................             15

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ..............             17

ITEM 7.  FINANCIAL STATEMENTS ...............................................................................             21

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ...............             21

                                                   PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
         SECTION 16 (a) OF THE EXCHANGE ACT .................................................................             22

ITEM 10. EXECUTIVE COMPENSATION .............................................................................             22

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .....................................             22

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .....................................................             22

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K ....................................             23

ITEM 14  CONTROLS AND PROCEDURES ............................................................................             26

SIGNATURES ..................................................................................................             27

CERTIFICATION BY ALBERT F. RICHMOND PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002 ...............             28

CERTIFICATION BY PAMELA R. COOPER PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002 .................             29
</TABLE>
<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

      The information required by Part III of this Annual Report on Form 10-KSB
is incorporated by reference from the Registrant's definitive proxy statement
for the Registrant's 2003 annual meeting of stockholders.

Item  9    Directors and Executive       Incorporated by reference from
           Officers of the Registrant    "Nominees for Election of Directors" of
                                         the Company's definitive proxy
                                         statement to be filed pursuant to
                                         Regulation 14A of the Securities
                                         Exchange Act of 1934, as amended (the
                                         "Exchange Act"), for the Company's 2003
                                         annual meeting of stockholders. The
                                         incorporated portions consist of all of
                                         the disclosures that appear in that
                                         Proxy Statement under the headings
                                         "Nominees for Election as Directors"
                                         and "Executive Officers."

Item 10    Executive Compensation        Incorporated by reference from
                                         "Executive Compensation" of the
                                         Company's definitive proxy statement to
                                         be filed pursuant to Regulation 14A of
                                         the Exchange Act for the Company's 2003
                                         annual meeting of stockholders.

Item 11    Security Ownership of         Incorporated by reference from
           Certain Beneficial Owners     "Security Ownership of Certain
           and Management                Beneficial Owners and Management" of
                                         the Company's definitive proxy
                                         statement to be filed pursuant to
                                         Regulation 14A of the Exchange Act for
                                         the Company's 2003 annual meeting of
                                         stockholders.

Item 12    Certain Relationships and     Incorporated by reference from "Certain
           Related Transactions          Relationships and Related Transactions"
                                         of the Company's definitive proxy
                                         statement to be filed pursuant to
                                         Regulation 14A of the Exchange Act for
                                         the Company's 2003 annual meeting of
                                         stockholders.

Transitional Small Business Disclosure Format: Yes | |; No |X|


                                       i
<PAGE>
GLOSSARY OF TERMS

Terms used here in, even if not capitalized, have the following meanings:

Airtime Charges                          Charges to users of wireless
                                         communications services based on the
                                         actual minutes of use.

Analog                                   A transmission method employing a
                                         continuous (rather than pulsed or
                                         digital) electrical signal that varies
                                         in amplitude or frequency in response
                                         to changes in sound or other input
                                         impressed on a transducer in the
                                         sending device. Current SMR technology
                                         primarily uses analog transmission.

Bandwidth                                The relative range of frequencies that
                                         can be passed through a transmission
                                         medium between two defined limits
                                         without distortion. The greater the
                                         bandwidth, the more information the
                                         medium can carry. Bandwidth is measured
                                         in Hertz.

Base Station                             A station located at a specified site
                                         authorized to communicate with mobile
                                         stations.

Basic Trading Area ("BTA")               As defined by Rand McNally, one of 492
                                         rural area used for PCS licensing.

Channel                                  A pathway for the transmission of
                                         information between a sending point and
                                         a receiving point; also referred to as
                                         "frequency." In SMR, a channel refers
                                         to a set of paired send and receive
                                         frequencies. Thus, a five-channel 800
                                         MHz SMR actually has 10-25 kHz
                                         channels: five send channels and five
                                         receive channels.

Co-channel                               Relates to the authorization or
                                         operation of two transmitters on the
                                         same frequency, normally separated by
                                         some defined distance. Co-channel
                                         operators may not interfere with each
                                         other unless separated by sufficient
                                         distance or operated in a coordinated
                                         manner.

Commercial Mobile Radio Service          Mobile services licensed by the FCC
("CMRS")                                 that are provided for profit, are
                                         interconnected to the PSN and are
                                         available to the general public on a
                                         non-discriminatory basis. These CMRS
                                         providers historically have been
                                         referred to as "common carriers."

Community Repeater ("CR")                Conventional two-way radio systems
                                         licensed by the FCC that consist of a
                                         control station, a repeater station and
                                         mobile and/or portable radios. The
                                         repeater is shared by otherwise
                                         unrelated users.

Conventional System                      A method of operation in which one or
                                         more radio frequency channels are
                                         assigned to mobile and base stations
                                         but are not employed as a trunked
                                         group. A conventional system allows an
                                         end user the use of only a single
                                         channel. If someone else already is
                                         using that end user's assigned channel,
                                         the end user must wait until the
                                         channel is available.

Digital                                  A method of storing, processing and
                                         transmitting information through the
                                         use of distinct electronic or optical
                                         pulses. Digital transmission and
                                         switching technologies employ a
                                         sequence of discrete, distinct pulses
                                         to represent information, as opposed to
                                         the continuously variable analog
                                         signal.


                                       ii
<PAGE>
Dispatch                                 A service provided to customers who
                                         want to transmit and receive short
                                         messages to and from a fleet of
                                         vehicles operating within range of the
                                         system's repeater.

Extended Area ("EA")                     A specialized block of SMR spectrum
                                         within one (1) of the 175 Extended
                                         Areas as defined by the U.S. Department
                                         of Commerce Bureau of Economic
                                         Analysis.

800 MHz (SMR)                            As a group, the 280 channels of trunked
                                         SMR frequencies in the 800 MHz band
                                         with 25 kHz channel bandwidth. Some
                                         cellular radio frequencies are also in
                                         the 800 MHz band. Radio equipment used
                                         for 800 MHz SMRs is not compatible with
                                         radio equipment used for 900 MHz SMRs.

Enhanced Specialized Mobile              SMR multi-site digital networks, which
Radio ("ESMR")                           are designed to provide integrated
                                         telecommunications services, including
                                         wireless, telephone, paging, data
                                         transmission and dispatch services.
                                         ESMR generally is used as a dispatch
                                         technology, although it also may be
                                         interconnected with the PSN to provide
                                         mobile telephone services. The Company
                                         does not provide ESMR services.

FCC                                      Federal Communications Commission.

450-512 MHz Band                         450-470 MHz - A group of frequencies
                                         operating with a narrow channel
                                         bandwidth, which is shared with an
                                         unlimited number of users (co-channel
                                         operation) utilizing an unlimited
                                         number of units. Thus, user exclusivity
                                         on a particular frequency during a call
                                         is currently not achievable in this
                                         band.

                                         470-512 MHz - A group of frequencies
                                         operating with a narrow channel
                                         bandwidth, an unlimited number of
                                         users, and a limited number of units.
                                         Thus, user exclusivity on a particular
                                         frequency during a call is currently
                                         achievable in this band.

Frequency Coordinator                    An entity or organization that has been
                                         certified by the FCC to recommend
                                         frequencies for use by PMRS and other
                                         wireless licensees.

Global Positioning System                A worldwide radio-navigation system of
("GPS")                                  satellites. GPS uses these satellites
                                         as reference points to calculate
                                         accurate physical positions.

Hertz                                    The unit for measuring the frequency
                                         with which an electromagnetic signal
                                         cycles through the zero-value state
                                         between lowest and highest state. One
                                         Hertz (abbreviated Hz) equals one cycle
                                         per second; kHz (kilohertz) stands for
                                         thousands of Hertz; MHz (megahertz)
                                         stands for millions of Hertz.

Loading                                  The capacity utilization of a land
                                         mobile communications system. The FCC
                                         requires licensees of PMRS systems to
                                         load a specified number of units per
                                         channel within a certain time frame or
                                         before certain actions can be taken. If
                                         a licensee does not meet this loading
                                         requirement, the FCC may take back a
                                         proportionate number of the licensee's
                                         unloaded channels.

Logic Trunked Radios ("LTR")             A technology commonly used in Trunked
                                         Systems.


                                      iii
<PAGE>
Major Metropolitan Areas                 Metropolitan areas (as defined by the
                                         U.S. Office of Management and Budget)
                                         with a population of 1,000,000 or more.

Major Trading Areas ("MTAs")             Service areas based on the 47 areas
                                         contained in Rand McNally's 1992
                                         Commercial Atlas and Marketing Guide,
                                         123rd Edition, except that: (1) Alaska
                                         is separate from Seattle, (2) Guam and
                                         Northern Mariana Islands are licensed
                                         as a single area, (3) Puerto Rico and
                                         the United States Virgin Islands are
                                         licensed as a single area, and (4)
                                         American Samoa is licensed as a single
                                         MTA-like area. These modifications by
                                         the FCC resulted in a total of 51 MTAs.
                                         A MTA license authorizes a specific
                                         block of SMR Spectrum in one (1) of 51
                                         MTAs.

Master Dealers                           Dealers selected by Champion for the
                                         sale and installation of voice and data
                                         equipment to operate in a partnership
                                         type arrangement with Champion. These
                                         dealers are required to be trained in
                                         the equipment and installation
                                         standards established by Champion.

900 MHz SMR                              As a group, the 200 channels of trunked
                                         SMR frequencies in the 900 MHz band
                                         with 12.5 kHz channel bandwidth. The
                                         FCC initially licensed these channels
                                         only in the top 50 markets. The FCC has
                                         auctioned all 900 MHz SMR channels for
                                         every MTA.

Paging                                   A one-way communications service
                                         licensed by the FCC that operates from
                                         a base station to mobile or fixed
                                         receivers and that provides signaling
                                         or information transfer by such means
                                         as tone, tone-voice, tactile or optical
                                         readout. Paging services are provided
                                         on several bands, including the 450-512
                                         MHz and 900 MHz bands.

Personal Communication Services          A wireless communication technology
("PCS")                                  licensed by the FCC. It operates on the
                                         900 MHz (narrowband) and on the 2 GHz
                                         (broadband) frequency bands. PCS is a
                                         radio communications service using
                                         mobile and ancillary fixed
                                         communication technologies to provide
                                         services for industry and business.
                                         This service can be integrated with a
                                         variety of competing networks. A
                                         broadband PCS, with a wider channel
                                         bandwidth, provides a greater variety
                                         of services than narrowband PCS (e.g.,
                                         broadband PCS can provide full voice
                                         and data transmission, but narrowband
                                         PCS generally is limited to one-way
                                         services).

Private Mobile Radio Service             Two-way radio operations licensed by
("PMRS")                                 the FCC that offer dispatch and other
                                         wireless communications services. These
                                         services generally cannot be
                                         interconnected to the PSN. An operator
                                         may provide such services on a
                                         discriminatory basis. Operators that
                                         provide dispatch services in the bands
                                         below 800 MHz are regulated as PMRS
                                         licensees. These PMRS licensees
                                         historically have been referred to as
                                         "private carriers."

Public Switched Network                  Historically referred to as the "Public
("PSN")                                  Switched Telephone Network" or "PSTN."

Repeater                                 A device which automatically
                                         retransmits received signals on an
                                         outbound circuit, generally in an
                                         amplified form.

Roam(ing)                                A service offered by mobile
                                         communications providers which allows a
                                         subscriber to use a mobile phone while
                                         in the service area of another


                                       iv
<PAGE>
                                         carrier.

Site                                     The location of a base station or
                                         repeater in a radio communications
                                         system.

Specialized Mobile Radio                 A radio system authorized by the FCC in
("SMR")                                  which licensees provide mobile
                                         communications services (other than
                                         radio location services) in the 800 MHz
                                         and 900 MHz bands on a commercial basis
                                         to eligible entities, federal
                                         government entities and individuals. It
                                         is generally used as a dispatch
                                         technology, but also can be used to
                                         provide data and facsimile services.
                                         SMR may be interconnected with the PSN
                                         to provide telephone interconnect
                                         services. SMR is offered typically as a
                                         Trunked System but also may be offered
                                         as a Conventional System.

Spectrum                                 A term generally applied to the range
                                         of electromagnetic radio frequencies
                                         used in the transmission of sound,
                                         data, and television.

Switch                                   A device that opens or closes circuits
                                         or selects the paths or circuits to be
                                         used for transmission of information.
                                         Switching is the process of
                                         interconnecting circuits to form a
                                         transmission path between users.

Talk 'N Track(TM)                        Champion's service providing both voice
                                         and vehicle tracking of the units of
                                         subscribers on Champion's LTR systems.

T-Band                                   The group of channels operating at
                                         470-512 MHz previously assigned to the
                                         UHF band.

Telephone Interconnect                   Connection of a telecommunications
                                         device or service to the PSN. In SMR,
                                         Telephone Interconnect refers to the
                                         service provided to a customer which
                                         allows specified customer units to have
                                         the capability to connect directly to
                                         the PSN and thereby communicate with
                                         any other party that can be reached
                                         over the PSN.

Trunked System                           A system that combines multiple
                                         channels with unrestricted access in
                                         such a manner that user demands for
                                         channels are automatically "queued" and
                                         then allocated to the first available
                                         channel. Compared to a Conventional
                                         System, this method allows for the use
                                         of frequencies by a greater number of
                                         users and provides faster access,
                                         thereby reducing the likelihood of
                                         network congestion.

UHF                                      An ultra high frequency in the 450 -
                                         512 MHz bandwidth.

Unit                                     A base, mobile or hand held radio.

Universal Licensing Service              The FCC's electronic system for filing
("ULS")                                  PMRS and other wireless applications,
                                         coordination data, and other accessory
                                         information.

Vehicle Tracking                         The use of GPS and radio equipment to
                                         identify the physical location of fleet
                                         vehicles.

Wireless Local Loop ("WLL")              A low-power radio system providing
                                         communication from subscriber to
                                         provider without wires. This technology
                                         is especially useful in sparsely
                                         populated areas and in areas with
                                         difficult terrain.


                                       v
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

      This Annual Report on Form 10-KSB includes "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act."). All statements other than statements of
historical information provided herein are forward looking and may contain
information about financial results, economic conditions, trends and known
uncertainties. The Company cautions the reader that actual results could differ
materially from those expected by the Company, depending on the outcome of
certain factors, including those factors discussed in the Section of this Annual
Report on Form 10-KSB entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations." Specifically, there can be no
assurance that the Company will be able to compete effectively, be granted
authorizations to operate in international WLL markets, increase its utilization
on its T-Band systems, retain its key personnel or take any or all of the other
actions in this Annual Report. Readers are cautioned not to place undue reliance
on these forward looking statements, which speak only as of the date hereof. The
Company undertakes no obligation to release to investors the result of any
revisions to these forward looking statements which may be made to reflect
events or circumstances after the date herein, including, without limitation,
changes in the Company's business strategy or planned capital expenditures, or
to reflect the occurrence of unanticipated events.

                                   THE COMPANY

      The Company provides high-powered trunked radio dispatch services in the
United States. The Company currently serves approximately 700 trunked dispatch
customers in selected Major Metropolitan Areas utilizing over 13,000 subscriber
units (either radio or base stations) in 6 states. The Company's customers are
principally businesses and government agencies located in the targeted
metropolitan areas.

      Dispatch services are offered on the 450-512 MHz and 800 MHz bands.
Operators of these dispatch services are regulated by the FCC as PMRS providers
(i.e., private carriers) or as CMRS providers (i.e., common carriers). An
operator, like the Company, provides service pursuant to a frequency-specific,
site-specific FCC license. Additionally, an operator, like the Company, may
provide service to an entity which, itself, is licensed to operate on a specific
frequency at a specific location within the same band. A repeater that is
operated as a PMRS is subject to more relaxed regulatory requirements than a
CMRS provider, such as cellular and certain SMR or ESMR licensees. See "Current
Business - Regulation."

      The Company offers its dispatch services primarily in the 470-512 MHz
band, or T-Band. It also operated conventional and trunked dispatch services in
the 800 MHz band until the end of 2001. During 2002, the Company closed, with
FCC consent, contracted sales of its remaining 800 MHz services, thereby
concluding its current operations in the 800 MHz band. The Company continues to
concentrate on the 470-512 MHz band because this coverage allows the Company to
provide a more competitive monthly service rate than other service providers.
However, there can be no assurance that this strategy will continue to be
effective. In the 470-512 MHz band, the Company operates repeaters with its own
FCC licenses. None of the Company's repeaters are interconnected to the PSN.
Thus the Company's private carrier licenses all are in the PMRS category. As a
PMRS licensee, the Company is subject to less stringent regulatory requirements
than CMRS licensees.

      The Company determined that UHF trunking is its primary goal for business
operations in the targeted Major Metropolitan Areas. The Company, by achieving
this goal, has transformed its operations from a primarily conventional CR
business to a business providing trunked technology in selected Major
Metropolitan Areas. The Company capitalizes upon the ability to trunk numerous
repeaters into consolidated systems with many channels offering wide geographic
coverage in 6 Major Metropolitan Areas. After receiving all necessary FCC
consents, the Company completed the final phase of divesting 450-470 MHz band
CRs in non-core rural areas during 2002. With this divestiture completed, the
Company now


                                       1
<PAGE>
can focus its resources on T-Band systems. The Company, however, still operates
19 CRs in and around the Major Metropolitan Markets.

      Additionally, the Company is further expanding the use of its resources to
offer vehicle tracking solutions that provide the subscriber with cost
effective, real-time vehicle tracking and mobile data processing. This
technology which is unregulated is an effective business tool for customers
seeking to improve vehicle management and enhance profitability.

      Initially, the Company utilized independent dealers for sales and service
activities. This sales approach changed, and from late 1997 until the end of
2001, the Company managed its assets and customers through Company-owned sales
and service facilities in 5 operational regions. During the fourth quarter of
2001, the Company determined that it could access a larger potential customer
base by authorizing qualified independent dealers to represent operations in the
5 served major regions. Thus, the direct sales and service operations in these
regions were discontinued. During 2002, the Company developed an independent
dealer marketing plan to capitalize upon its Talk 'N Track product. Utilizing
licensed vendor software, its systems, and GPS, the Company can offer services
to track vehicle locations and data. The Company's marketing department will
work in tandem with qualified Master Dealers to provide this new service to
existing and potential customers.

      Management of the Company observed that, over the last decade, most
spectrums has increased in value, precipitated by a fixed supply and increased
utilization. In the process of being granted a limited number of FCC licenses
for its own use, Company management discovered that it was successful at
identifying and acquiring exclusive licenses after obtaining requisite FCC
consent. The process is technical and lengthy. As a result of its successes,
after obtaining FCC consent, the Company has been able to sell several licensed
systems for in excess of $15,850,000 from 1994-2002. Some of these sales were
operational revenues and others were sales of communication equipment and other
assets.

      The Company has determined through external and internal research that
communication solution opportunities exist in South and Southeast Asia.
Preliminary studies of these opportunities indicate that the Company might be
afforded the opportunity to install products throughout Vietnam. A test system
was operational and given preliminary approval by the Vietnamese government
during 2001. Final testing and approval of these WLL products was achieved in
2002. The Company's WLL product is now available to be utilized throughout
Vietnam. However, there are no assurances that the sale of the Company's WLL
product in Vietnam will be successful.

      The Company is a Delaware corporation. Its principal place of business is
1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380. The Company's
telephone number is (281) 362-0144.

                                     HISTORY

      The Company was incorporated under the laws of the State of Delaware on
September 29, 1994. In 1994, the Company acquired 1,501 CRs from Motorola, Inc.
("Motorola") through several agreements. There were no FCC licenses assigned to
the Company as a part of this transaction because the users retained them.

      Since acquiring the CRs from Motorola, the Company evaluated its total mix
of dispatch services and identified markets in which it had sufficient licenses
to upgrade the technology and its operations into trunking formats. The Company
divested itself of various dispatch operations outside the markets identified
for development, after obtaining any necessary FCC consent. In particular, in an
effort to increase its subscriber capacity, overall network control and revenue
potential, consistent with FCC rules, the Company has converted its systems in
targeted markets to Trunked Systems. In the 450-512 MHz band and the 800 MHz
band, the Company, after obtaining any necessary FCC consents, converted many of
the individual licenses held by its subscribers to consolidated licenses in its
own name and the Company was granted FCC licenses for additional new Trunked
Systems. As of March 21, 2003, the


                                       2
<PAGE>
Company: (i) operated 19 CRs and 267 trunked repeaters in the 450-512 MHz band;
(ii) held 340 exclusive licenses, of which one (1) license is in the 800 MHz
band, two (2) licenses are in the 900 MHz band, 325 licenses are in the 470-512
MHz band, and 12 licenses are in the 450-470 MHz band; and (iii) held 205
co-channel licenses, of which one (1) license is in the 800 MHz band, two (2)
licenses are in the 900 MHz band, 161 licenses are in the 470-512 MHz band, and
41 licenses are in the 450-470 MHz band.

      In 2001 and 2002, the Company formed Champion Wireless International B.V.
and Champion Vietnam Wireless B.V., both Netherlands companies, and Champion
Wireless Systems International N.V., a Netherlands Antilles company, as wholly
owned subsidiaries to conduct its international operations. Authority for
resident offices was obtained in Vietnam during 2001. Champion Vietnam Wireless
B.V. has established offices in both Hanoi and Ho Chi Minh City. There is
currently one (1) employee in the Ho Chi Minh City office and four (4) employees
in the Hanoi office. The Company was granted a 100% Foreign Owned Enterprise
license to operate Champion Wireless Solutions (Vietnam), LTD, by the Socialist
Republic of Vietnam on December 16, 2002. This was the first such license
granted in Vietnam. This license establishes the assembly and sales function for
the Champion SkyLinkTM WLL to be centered in Hanoi for sales throughout South
and Southeast Asia.

                              THE DISPATCH INDUSTRY

OVERVIEW

      Most businesses or service organizations with mobile work forces require
the ability to communicate with employees in order to conduct their operations
efficiently. With today's environment, businesses also require up to date
vehicle tracking and data messaging for their fleets of vehicles serving
increasingly mobile work forces. These businesses rely on radio communications
as a tool to control resources, personnel, material and equipment in a
cost-effective manner. Dispatch services, combined with vehicle tracking improve
the efficiency and response time of such businesses and organizations.

      The dispatch industry is a distinct segment of the wireless communications
industry, which also includes wireless telephone (cellular, PCS and satellite),
paging and data transmission services. Wireless telephone services are designed
for personal communications by providing two-way communication among
individuals. This segment of the industry refers to its radios as "telephones"
and is viewed as an extension of the traditional wireline telephone network.
Wireless telephones require a minimum seven digit dial-up procedure and wireless
telephone conversations typically average more than one minute in duration.
Paging services enable subscribers to contact an individual or group of portable
receivers which emit an audible, visual or tactile alert and can sometimes
record a numeric or alpha-numeric message. Paging systems allow only the
transmission of a limited amount of information and generally only provide
one-way communication. Data transmission services are, at present, primarily
offered on data-only (non-voice) packet switched networks. In contrast, dispatch
services provide for the immediate transmission of information, whether voice
messages or data, to groups of mobile or portable radio users. Companies use
dispatch services to communicate among others and to provide task assignment and
coordination. Dispatch services are designed to provide bi-directional group
communications and to allow the user to address entire groups, sub-groups or
individuals with simple and rapid push-to-talk call set-up procedures. Dispatch
conversations are typically short and allow for all participants to communicate
with each other simultaneously. Dispatch services are less expensive than other
CMRS wireless communications services, such as 800 MHz and 900 MHz SMR, cellular
and PCS.

      Each segment of the wireless communications industry relies on a different
technology and serves distinct customer needs. The Company believes that
existing wireless services address distinct markets and generally do not compete
effectively against each other. The Company believes the wireless communications
industry will continue to grow with the emergence of new technologies and
applications. There can be no assurance, however, that this growth will continue
or that the Company's targeted markets will flourish. A decrease in the growth
rate of the industry may have a material adverse effect on the Company's ability
to prosper.


                                       3
<PAGE>
HISTORY OF DISPATCH NETWORKS

      The dispatch industry is comprised of operator-licensed systems and
user-licensed systems. The Company provides dispatch services, on operator
licensed systems. See "The Company." In the 800 MHz and 900 MHz bands, trunked
dispatch systems are referred to as SMRs or ESMRs. These systems are operated by
licensees that provide dispatch services to others for a monthly fee.

      The development of military wireless communications in the 1940s led to
the first dispatch systems for business and industrial use. Shared repeater
services, the predecessors to SMR systems, developed in the early 1970s as
available radio spectrum became increasingly scarce. By the mid-1980s, the
number of commercial users in major urban areas was surpassing the capacity of
shared repeater services, and trunked SMR systems were introduced to satisfy the
increasing demand for dispatch services.

      Implementation of emerging, spectrum-efficient digital switching and
transmission technologies is increasing dispatch system capacity even further.
These new technologies are currently being implemented on ESMR systems. However,
the Company has no current plans to operate ESMR systems.

DISPATCH FREQUENCIES

      Under international agreements, specific bands of frequencies may be used
for radio communications: low band (which includes low ("LF"), medium ("MF") and
high ("HF") frequencies), Very High Frequency ("VHF"), Ultra High Frequency
("UHF") and Super High Frequencies ("SHF").

      In the United States, the FCC has exclusive responsibility for allocating
radio frequencies assigned to non-government use. The FCC has established rules
governing the licensing of, and operations on, such frequencies. The FCC grants
licenses to use radio frequencies pursuant to formal applications from
prospective users or operators, consistent with its spectrum allocation. The
dispatch industry operates in various band segments, including the 450-512 MHz
and 800 MHz bands. Within each band, channels are created by the allocation of
specified bandwidths. See "Current Business - Regulation." The wireless mobile
communications industry operates primarily within the UHF frequencies and can be
categorized by operations in the following frequency ranges:

      450-512 MHZ. Dispatch communications services are provided in the 450-512
MHz band to vehicle-mounted and hand-held portable two-way radio units. These
services operate at a higher transmitter power level than other wireless
services, such as cellular and PCS, yielding a greater service area. This band,
which was developed in the 1950s, is populated by PMRS licensees, such as the
Company and certain of its customers.

      Users of the 450-512 MHz band have begun to experience channel congestion
and spectrum crowding, especially in metropolitan areas. This spectrum is
frequently incapable of handling the demands placed upon it, and users are often
unable to find a clear channel. To remedy this situation, beginning in 1997, the
FCC has adopted rules, and has considered additional rules, to promote more
effective and efficient use of the bands below 512 MHz. These actions,
implemented as part of the FCC's "refarming proceeding," have increased and
shall continue to increase the opportunities for the Company to use higher
capacity trunking technology in these bands. See "Current Business -
Regulation."

      800 MHZ (SMR). Dispatch services are provided not only in the 450-512 MHz
band, but also in the 800 MHz band. Due to technological developments and
regulatory changes, 800 MHz band operators may elect to convert their systems
from analog to digital. Conversion of systems to digital technology may make
this band more appropriate for services other than dispatch. See "Current
Business - Competition." The Company has successfully negotiated contracts to
sell (with FCC consent) substantially all its 800 MHz operations. Pursuing this
strategy, however, does not prevent the Company from re-entering the


                                       4
<PAGE>
market by being granted FCC licenses for the exclusive use of additional 800 MHz
channels and by obtaining FCC consent to operate trunked repeater 800 MHz band
systems in the future.

      900 MHZ (SMR). The 900 MHz band analog operating format is very much like
the 800 MHz band format. Initially, the FCC awarded 900 MHz band SMR licenses in
the top 50 United States markets by lottery. In 1996, the FCC completed auctions
for the remaining 900 MHz band SMR licenses to operate in all 51 MTAs.
Specifically, 1,020 licenses were offered in these 51 MTAs, or 20 channels per
MTA. The Company participated in the 900 MHz auction, but was unsuccessful in
its participation.

EMERGING TECHNOLOGIES

      The limited number of available frequencies, particularly in urban areas,
has generated ongoing introduction of new and advanced technologies and
applications that allow for better spectrum utilization. The first technology
developed for that purpose was "trunking," which was developed in the late 1970s
and which uses microprocessors to allow many users to share frequencies without
interfering with one another. In non-trunked conventional systems, the channels
assigned to each group of users are independent. If a channel is occupied by
another conversation, the user has to wait, even though another channel in the
system may be idle. The user may have to try several times before the channel is
free. In contrast, trunking allocates messages to various frequencies in the
most efficient way. In a "trunked" system, user calls are assigned to the first
available channel and a different channel may be assigned for each transmission
during the same conversation. A Trunked System therefore can handle more call
traffic with a given number of channels than a Conventional System. In addition,
the channel "switching" on a Trunked System makes eavesdropping more difficult
than on a Conventional System and therefore enhances the privacy of
conversations.

      Advances in digital technology are improving spectrum efficiency and
increasing loading capacity (the use of a channel by subscriber radios). Use of
digital rather than analog transmission expands channel capacity by a factor of
two, three or more times.

      The Company is currently using trunking technology to serve more customers
with either new or upgraded existing equipment. Depending upon cost and
competitive factors, the Company also might implement digital technology to
increase its customer base even further. However, the Company has no current
plans to convert to digital technology.

                                CURRENT BUSINESS

GENERAL

      The Company provides high-powered repeater dispatch services in Major
Metropolitan Areas in 6 states. The Company currently serves approximately 700
customers utilizing over 13,000 two-way radio units in the trunked format. The
Company provides its customers, which are primarily business and governmental
agencies, with dispatch communication services. The Company is licensed by the
FCC to operate its Trunked Systems serving customers which do not have their own
licenses.

      Pursuant to several contracts with Motorola executed in 1994 (the
"Motorola Agreements"), the Company acquired 1,501 CRs. There were no FCC
licenses assigned to the Company as part of this transaction. The Company
historically operated CRs and trunked repeaters exclusively for dispatch
purposes. It expanded the dispatch services provided to include data
transmission, which allows text messaging and vehicle tracking by satellite. A
largely expanded use of bandwidth is tracking vehicle location through the
Global Positioning Network. The data transmissions require less bandwidth which
increases the potential subscriber usage of each channel. This format will
increase the potential number of units that may be loaded on each system. The
future focus of the Company is to provide vehicle tracking services primarily
with ancillary service for voice and data.


                                       5
<PAGE>
      Equipment products for the 450-512 MHz band frequencies, where the Company
provides most of its services, are available from numerous manufacturers. Prices
for this equipment range from $450 to $900 per unit, depending on the features
offered and the warranty provided. The principal suppliers for the subscriber
unit equipment are Motorola and Kenwood, and the Company has a dealer agreement
with Kenwood. The Kenwood dealer agreement, however, may be terminated at any
time by either party without cost.

      The Company operates its dispatch repeaters primarily in the 450-512 MHz
frequency band. The Company has also had limited operations in the 800 MHz band.
However, the Company is not active in the 220 MHz band, 800 MHz band, 900 MHz
band, cellular or PCS segments of the wireless communications industry and it
currently does not intend to become active in those segments.

      450-512 MHZ REPEATER OPERATIONS. The Company conducts the majority of its
operations in the 450-512 MHz frequency band. The Company is actively pursuing
widespread utilization of trunking technology for its systems in this band. A
trunked 450-512 MHz band repeater is superior to a conventional repeater in that
Trunked Systems make more channels available to handle calls and thus provide
greater capacity than Conventional Systems. See "The Dispatch Industry -
Emerging Technologies." The trunked repeater format also provides the customer
with more and faster calls than a Conventional System. See "The Dispatch
Industry - Emerging Technologies." These factors, in turn, allow a greater
number of users on a Trunked System to make more calls than a Conventional
System, which should generate additional revenues for the Company. The trunked
450-512 MHz band repeaters function similarly to 800 MHz band trunked SMR
systems. Although the Company's systems are not interconnected to the PSN, if
they were, they would be comparable to cellular telephone technology.

      The Company has converted its original 450-512 MHz band focus to the LTR
trunking format in the 470-512 MHz band. Concurrently, the Company, with all
requisite FCC consents, sold or removed its CRs in non-core rural areas. The
planned conversion to trunked operations has involved obtaining exclusive use of
a frequency by being assigned individual user licenses, claiming licenses for
unused channels, and receiving all necessary FCC approvals. There can be no
assurance that the Company will continue to be granted the FCC licenses for such
operations. Nevertheless, substantial conversion to trunked format operations in
the Major Metropolitan Areas has been achieved by the Company.

      The 470-512 MHz portion of the 450-512 MHz band is available in the top 13
U.S. Major Metropolitan Areas and is known commonly as the T-Band. Operation on
the T-Band is particularly advantageous as it contains the only frequencies in
the 450-512 MHz band on which exclusive business radio service channels are
available. The Company operates approximately 267 T-Band repeaters in its Major
Metropolitan Areas. Exclusive channels are superior to co-channel operations
because an operator, such as the Company, has more available capacity and less
restrictions on service provision. As of March 21, 2003, the Company has been
granted FCC licenses to operate 490 T-Band channels in the Houston, Dallas/Ft.
Worth, San Francisco Bay, Washington/Baltimore and Chicago areas. Through these
efforts, the Company has gained exclusive control over channels in these areas
(with appropriate FCC approvals), and now operates trunked repeaters in Houston,
Dallas/Ft. Worth, Northern California, Washington/Baltimore and Chicago. As of
March 21, 2003, the Company holds 325 exclusive use FCC licenses and an
additional 165 non-exclusive FCC licenses in the T-Band. The Company has
dedicated considerable effort to removing dormant or otherwise unnecessary
co-channel licenses, generally through purchases or trades (with FCC consent).
There can be no assurance that the Company will be able to continue to obtain
exclusive control (with applicable FCC approval) over all or substantially all
of these channels.

      Under FCC licenses, the Company also operates 5 radio common carrier
channel repeaters in Florida.

      800 MHZ REPEATER OPERATIONS. Under the Motorola Agreements, the Company
acquired 92 CRs in the 800 MHz band. As with the 450-512 MHz band CRs which were
acquired from Motorola, the 800 MHz band CR licenses were held by the users.
Through license filings and assignments, the Company


                                       6
<PAGE>
was successful in being assigned (with FCC consent) a number of licenses for its
own benefit in this band. With appropriate FCC consent, 20 of these licenses
were cleared to an exclusive status and the related systems were sold in 1997
for in excess of $3,500,000. The Company, with FCC consent, sold and traded
other systems and operated 37 repeaters in Northern California (of which 26 had
been converted with FCC approval to SMRs). Since inception, the Company had
expanded its 800 MHz operations in Northern California and successfully closed
contracts to sell, with the appropriate FCC consents, substantially all these
800 MHz operations in 2001. Upon receipt of all necessary FCC consents, the
Company sold the remainder of its 800 MHz systems during 2002. The Company may
apply for additional exclusive licenses in the 800 MHz band with the intention
of operating and/or selling the systems. There can be no assurance that the FCC
will grant the Company such exclusive licenses or that FCC approval for all
assignments and sales will be granted. The Company owns three (3) exclusive 800
MHz licenses.

      INTERNATIONAL. The Company operates three offshore subsidiaries to
capitalize on potential opportunities to sell communication equipment outside
North America. The Company operates two resident offices in Vietnam and on
December 16, 2002 was granted and investment license to operate a 100% foreign
owned company, Champion Wireless Solutions (Vietnam), LTD. The Company is
licensed to manufacture and assemble communication equipment for local and
export sales. The company acquired the SkyLinkTM product line to enhance its
sale of WLL outside the United States.

BUSINESS STRATEGY

      The Company's business strategy includes the following:

      EXPANSION OF HOLDINGS. The Company seeks to expand its spectrum and
infrastructure holdings within its selected metropolitan markets through the
FCC-approved acquisition of operating and start-up 450-512 MHz band trunked
dispatch systems. Simultaneously, the Company, with FCC approval, has disposed
of its CRs in non-core areas.

      DEVELOPMENT OF EXISTING INTRINSIC VALUE. The intrinsic value of the
Company today lies in the value of its spectrum as measured by recent sales and
the existing cash flow capacity.

      The initial business plan for the Company was to operate the 1,501 CRs
purchased from Motorola, Inc. in 1994. The Company recognized the opportunities
available to expand operations by converting to Trunked Systems, which expanded
the utilization of channels and allowed increased customer loading. This
strategy was focused in the Major Metropolitan Areas where licenses to operate
in the required spectrum could be granted by the FCC. As other technologies have
developed, the Company believes that new opportunities exist to expand the use
of the Company's spectrum by using bandwidth for data transmissions. Since data
transmissions require less bandwidth, the Company continues to pursue various
data uses of its spectrum, which will increase the number of subscriber units
that may be loaded on each channel. This format may triple the possible usage of
each system. Consistent with this strategy, the Company is emphasizing the Talk
'N Track(TM) vehicle management system in 2003. The Company believes that the
efforts to achieve these results will span several years, but there is no
assurance that the Company will be successful. It is the intention of Company
management to enhance the value of the assets by continuing to expand the usage
of its constructed infrastructure.

      Under the Motorola Agreements, the Company also purchased 92 unlicensed
800 MHz band CRs. At that time, the Company believed that, if it obtained FCC
consent to assignments of a sufficient number of 800 MHz band licenses, it could
obtain exclusivity over the related channels and could then enhance the value of
the assets. The Company achieved this objective by obtaining FCC consent to
convert 26 of these unlicensed CRs to four (4) 800 MHz Trunked Systems for which
it held the exclusive license. In 2001, the majority of these 800 MHz band CRs
were sold, with FCC consent, for in excess of $5,500,000. The remaining 800 MHz
band CRs were sold, with FCC consent, in 2002 for approximately $600,000.


                                       7
<PAGE>
      SPECTRUM. Spectrum is critical in the communications business. Without
spectrum on which to operate, the best communications equipment is worthless.
The Company is spending considerable funds to acquire FCC-licensed stations to
provide dispatch services. The Company is being assigned these licenses, and the
corollary right to use the spectrum, through FCC-approved purchases of existing
systems and through FCC grants of new licenses. The Company anticipates that
these efforts will be ongoing. There can be no assurance that the Company will
be successful in any or all of these efforts to be granted the licenses to use
the spectrum.

      Specifically, the Company actively pursues the grant of additional
licenses from the FCC to operate on the 470-512 MHz T-Band channels. As the FCC
grants these licenses, the Company intends to construct such T-Band systems. The
Company also participated in the filing of applications for FCC grant of offset
channel licenses (i.e., new narrowband channels located adjacent to existing
channels). As of March 25, 2003, the Company has been granted 12 licenses by the
FCC for offset channels in the 470-512 MHz band.

      In 1997, as part of its "refarming" proceeding, the FCC adopted a
consolidation plan and related rules for the PMRS bands below 800 MHz. These
rules changed how the frequencies are assigned, established a method for PMRS
users to implement highly efficient Trunked Systems in the bands below 800 MHz,
and provided for operation of offset channels in the 450-470 MHz band. See
"Regulation."

      EQUIPMENT RENTAL. To augment its sales activities, the Company operated a
Rental Division. Due to increased competition, the older technology of rental
units and a focus by the Company on the expansion of its Trunked Systems, the
rental units were sold in 2002.

      INTERNATIONAL. To enhance and grow the Company's value, a search for
business expansion produced the potential of previously untapped communication
opportunities in the international sector. South and Southeast Asia have been
identified as targets for the Company. The Company formed three offshore
subsidiaries to conduct international operations, and during 2001 opened two
resident offices in Vietnam employing five people. However, to date, the
Company's international operations remain in the initial stages and have not
generated significant sales. On December 16, 2002 the Company was granted an
investment license for a 100% foreign owned company for the assembly and sale of
Wireless Local Loop products to provide rural telephony, fax and internet
services to first time users in Southeast Asia. This is the first of such
licenses to be granted by the Socialist Republic of Vietnam.

COMPETITION

      The Company faces intense competition from the following types of
operations:

      OTHER 450-512 MHZ BAND CR OPERATORS. The Company currently competes with
many other 450-512 MHz band CR operators. With FCC approval, the Company
converted its Metropolitan Market Area 450-512 MHz band CRs from user-licensed
conventional operations to the trunked multi-channel format. The Company is now
capitalizing on this format. It is expanding the menu of services by adding
vehicle tracking and data services to voice services in a continuing effort to
distinguish itself from other 450-512 MHz band trunked operators. However, there
can be no assurance that the Company will continue to be able to expand its
trunked multi-channel format. In addition, a limited number of paging operations
are provided in the 450-512 MHz band, but the Company does not anticipate that
these services will compete with its trunked dispatch services in this band.

      UHF TRUNKING. Since the FCC permitted the trunking of the UHF channels in
1996, considerable competition has evolved in the UHF trunking market. To
successfully establish a viable trunking infrastructure, an operator must
possess site and market exclusive frequencies. This can best be accomplished
through the deployment of T-Band frequencies.


                                       8
<PAGE>
      In each of its markets, Champion is the single largest holder of T-Band
frequencies. This acts as a deterrent to other operators in Champion's markets.
However, it does not completely eliminate competition.

      CELLULAR TELEPHONE SYSTEMS. The Company currently competes, and believes
that it will continue to compete, with cellular telephone systems to a great
extent. The Company charges a flat monthly rate for its services. By contrast,
cellular charges are primarily based on minutes of use. Additionally, cellular
service providers typically charge for a call whether the user placed or
received the call. Because many wireless calls are mobile-to-mobile, cellular
calls from one user to another user result in two (2) airtime charges, one (1)
charge for the caller and one (1) charge for the receiver. Large fleet operators
may find cellular costs prohibitive, although extremely small fleets may be in a
position to justify the cost of cellular service. The Company believes that
cellular telephones are not an economical solution for medium to large dispatch
users, and that CRs offer a cost-effective alternative for high volume users of
cellular telephone services. Cellular is also limited to point- to- point
communication. Dispatch provides communications capabilities to entire worker
groups or individual worker groups, and it also provides such capabilities on a
one-to-one basis among members of a user group. It is unlikely that this price
advantage will change because the FCC no longer is considering imposing a
"calling party pays" requirement on cellular carriers.

      800 MHZ BAND SMR OPERATORS. The FCC permits 800 MHz band SMR operators to
convert their systems from analog to digital. Nextel, the largest SMR operator
in the United States, continues the process of converting its analog technology
to digital, beginning with its Major Metropolitan Area systems. Conversion to
the digital technology requires capital investment, and the Company believes
that companies that convert may be required to increase customer rates to recoup
their capital costs. These factors may price digital 800 MHz band operators out
of the dispatch market and into the cellular telephone market. However, there
can be no assurance that this will be the case.

      The 800 MHz band SMR operators that retain analog technology probably will
continue to concentrate on dispatch services and therefore will continue to
compete with the Company. The Company believes that eventually many of these 800
MHz band SMR analog providers may be acquired by large digital operators
interested in obtaining their rights to additional spectrum so that loading
capacity could be optimized. However, there can be no assurance that such
acquisitions will take place or that the 800 MHz band SMR operators will not
continue to generate significant competition for the Company.

      900 MHZ BAND SMR OPERATORS. Operators of 900 MHz band SMR systems
currently provide the greatest dispatch service competition to the Company. Many
of these 900 MHz band system operators are using analog technology, thereby
minimizing capital costs so they can maintain rates at competitive levels. Rates
for these services could increase, however, because of higher capital costs for
auctioned systems and because of the costs of any conversion to digital
technology. However, there can be no assurance that these rates will increase or
that operation of 900 MHz band SMR systems will not continue to generate
significant competition for the Company.

      In addition to the existing 900 MHz band SMRs in the top 50 markets, the
FCC auctioned 900 MHz band systems in 51 MTAs during 1996. The Company
unsuccessfully participated in this auction. Per channel costs for the 900 MHz
band systems averaged in excess of $10,000 each in the auction. In contrast,
many systems that the Company operates in the 450-512 MHz band cost less than
$1,000 per channel. There can be no assurance, however, that the Company will be
able to continue obtaining licensed systems for this price.

      The Company believes that the auctioned 900 MHz band licensees will
operate using analog technology. In some cases, the auction price paid by the
900 MHz licensees per channel indicates that a higher rate may be charged to
each subscriber to produce a desired rate of return on the investment. The
Company believes that the comparative low cost of the Company's dispatch
services may result in lower, more competitive rates for its subscribers. In
addition, because of the high prices paid for spectrum in the 900 MHz band
auction, the Company believes it is unlikely that analog technology based
services, such as


                                       9
<PAGE>
dispatch services, will be offered on the 900 MHz band on a long-term basis.
However, there can be no assurance that 900 MHz band services will be more
expensive than the Company's services or that dispatch will not continue to be
offered by 900 MHz band operators. Competition from 900 MHz band operators could
have a material adverse effect on the Company.

      220 MHZ OPERATORS. The 220 MHz band has been available to potential
dispatch operators for several years. Although the Company is not aware of any
major equipment manufacturer that currently provides a full array of
communications equipment to operate at this frequency level, as spectrum
availability decreases, manufacturers will probably begin providing equipment
for the 220 MHz band. If this occurs, 220 MHz band operators could become
dispatch competitors to the Company.

      PCS OPERATORS. The Personal Communications Service was established by the
FCC in 1994, when it adopted Part 24 of its Rules. The FCC established two
classes of PCS, broadband and narrowband. It awarded several authorizations for
each such class in every MTA and BTA.

      Broadband PCS offers a cellular phone-like service for a significantly
reduced price. Broadband PCS is defined by the FCC as radio communications
encompassing mobile and ancillary fixed communication services for individuals
and businesses that can be integrated with a variety of competing networks. The
Broadband PCS authorizations awarded in the FCC's auctions granted the use of
different spectrum blocks, ranging from 10 MHz to 30 MHz in various specified
service areas. An auction of these frequency blocks was completed in 2001.

      Narrowband PCS is defined as a family of mobile or portable radio services
that may be used to provide wireless telephony, data transmission, advanced
paging and other services to individuals and businesses. Narrowband PCS may be
integrated with a variety of competing networks. Narrowband PCS uses less than
one voice grade channel. Narrowband PCS is being used to provide new services,
such as voice message paging, two-way acknowledgment paging and other text-based
services. Licenses for narrowband PCS were awarded on a nationwide regional MTA
and ETA basis. An auction for these frequencies was completed in 2001. However,
a limited number of narrowband PCS licenses were not sold during this auction or
the winning bidder later defaulted. An auction for these remaining narrowband
PCS licenses is scheduled for September 2003.

      A substantial number of the companies which were high-bidders at the PCS
auctions were existing communication service providers or joint ventures
involving existing communications service providers. The Company believes that
PCS will be interchangeable with existing cellular and paging services.

      At this time, the impact of PCS growth on the Company's business is
uncertain. Although some PCS providers have also gained a significant presence
in the dispatch market, cellular service providers have suffered the impact of
their presence most significantly. It is unclear whether PCS providers will
expand their service offerings to include dispatch-like services. Given the high
cost of entry, the Company believes that any entry into the low-cost dispatch
services will be delayed pending saturation of the higher-priced cellular
service market.

      WIRELESS LOCAL LOOP. The Company's Wireless Local Loop product is designed
for low density population areas. This product provides wireless communication
for sparsely populated areas often with difficult terrains. To the Company's
knowledge, at this time there is no significant competition for this product
directed to low density populations.


                                       10
<PAGE>
REGULATION

      The FCC regulates the construction, operation and acquisition of wireless
communications systems, such as those operated by the Company, under the
Communications Act of 1934, as amended (the "Communications Act"), and pursuant
to the FCC's rules and policies adopted thereunder. The FCC rules governing
wireless communications are highly technical and subject to change. The Company
believes it is in material compliance with FCC licensing, loading, technical and
operating requirements. The Company has not received any notification of
problems or material deficiencies from the FCC.

      Under the Communications Act, dispatch operators, such as the Company,
generally are regulated as PMRS providers (i.e., private carriers) rather than
as CMRS providers (i.e., common carriers). A PMRS provider is subject to less
stringent regulations, both by the FCC and individual states, than a CMRS
provider. In contrast, cellular telephone, most paging services and those SMR
operators providing PSN telephone interconnection capabilities are, or will be,
regulated as CMRS providers. Generally, CMRS providers must provide services
under the same terms and conditions to any subscriber requesting services. These
CMRS providers also may be required to file tariffs and their revenues from
services may be regulated. As PMRS providers, dispatch operators, such as the
Company, may decline service to certain subscribers and may negotiate different
prices with each customer for "like" services. Certain changes to the
Communications Act and to the related FCC rules and policies could result in
minimizing or eliminating this distinction between PMRS and CMRS providers.
These changes could have a material adverse effect on the Company. See
"Regulatory Developments."

      LICENSING. In order to provide dispatch services, the Company does not
need an FCC license if its customers are licensed by the FCC. To the extent that
the Company operates its own systems in the 450-512 MHz band, it is subject to
the same licensing and related requirements as its customers. Most licenses in
the 450-512 MHz, 800 MHz and 900 MHz bands were granted for 5-year or 10-year
terms. The FCC now grants all PMRS licenses for a 10-year term and all renewals
are for a 10-year term. License renewals are generally pro forma, absent
material licensee misconduct or failure to meet applicable construction and
loading requirements. All licenses issued to the Company upon inception and all
licenses issued to third parties, whose systems the Company manages in
compliance with FCC requirements, began to expire after May 24, 1999. To date,
all appropriate renewals for each such license have been granted by the FCC.
While the FCC generally grants renewal of PMRS licenses in routine fashion,
these licensees are not entitled to renewal expectancy. There can be no
assurance that the FCC will continue its current renewal practices.

      Prior FCC approval is a prerequisite to any license assignment or to the
transfer of control over a licensee. In certain instances, the FCC conditions
the assignment of a license or transfer of control over a licensee upon meeting
certain loading requirements. For its licensed systems, the Company believes
that it is in material compliance with all applicable FCC rules, including any
loading requirements.

      The ULS has been fully implemented. It has been and will continue to be
beneficial to the Company because FCC application processing will be expedited
and because companies will have more efficient access to industry data.

      SYSTEM CONSTRUCTION. Licensees in the 450-512 MHz, 800 MHz and 900 MHz
bands are subject to certain deadlines for completing construction and
commencing operation. If the licensee does not meet these deadlines and does not
obtain an extension from the FCC, the license is subject to cancellation or
modification. The FCC began auditing 450-512 MHz licensees in 2001 by requesting
that licensees confirm, in writing, system construction in compliance with this
requirement. The Company continually monitors compliance with FCC construction
requirements. This ongoing review assists the Company in ensuring that it
completes construction within the FCC's deadlines. The Company has submitted
timely reports in response to the Commission's audit, confirming such
compliance.

      CHANNEL LOADING REQUIREMENTS. Presently, the FCC does not require that a
450-470 MHz band PMRS system operator load a system with a specified number of
radio units within a prescribed time


                                       11
<PAGE>
frame. However, the 470-490 MHz T-Band is subject to loading requirements.
Loading requirements also apply to 800 MHz and 900 MHz band SMR licensees. If a
licensee does not meet loading levels, the FCC may take back channels or cancel
the license. A licensee that loses channels cannot reapply for any channels at
that location for a specified period. As discussed above under "System
Construction," the Company continually monitors its compliance with general FCC
requirements, including loading requirements.

      SYSTEM OPERATION. Licensees in the 450-512 MHz, 800 MHz and 900 MHz bands
are subject to certain technical and other operating requirements. If a licensee
does not comply with these requirements, the FCC may impose a fine or, if the
violations are substantial, the FCC may revoke its license. In addition,
licensees in the 450-512 MHz band cannot allow their stations to discontinue
operation for a continuous 12-month period. If a station is inoperable for this
period, the FCC can cancel the license. As part of its audit referenced in
"Regulation - System Construction," the FCC also has required licensee
confirmation that its stations have been operating as required. For its licensed
systems, the Company continually monitors its operations and believes that it is
in material compliance with the FCC's requirements. The Company has submitted
timely reports in response to the Commission's audit, confirming such
compliance.

      INTERCONNECTION WITH PUBLIC SWITCHED NETWORK. Under the Communications
Act, wireless communications operators can provide their customers with mobile
radio services interconnected to the PSN. Because these operators have access to
the local telephone carrier, subscribers communicate with non-subscribers. If
the operator provides such interconnection to the PSN on a "for-profit" basis,
the FCC likely will regulate the operator as a CMRS provider. The Company does
not offer this interconnected service.

      REFARMING PROCEEDING. In its "refarming" proceeding, the FCC adopted rules
to relieve congestion in the land mobile bands below 800 MHz. These rules have:
(i) increased the number of channels available on an exclusive basis by
requiring conversion to narrowband technologies; (ii) provided a phased-in
10-year transition for operators and manufacturers to comply fully with the new
requirements; (iii) permitted narrowband licensees to aggregate channels so they
can provide service on a wide area basis; (iv) protected existing operators from
harmful interference; (v) provided coordinators greater flexibility in assigning
frequencies; (vi) consolidated operations in the bands below 800 MHz; (vii)
implemented highly efficient Trunked Systems; (viii) disposed of offset channels
in the 450-470 MHz band; and (ix) with respect to its licensing of 800 MHz SMR
systems adopted more specific service rules and clarified the rights and
obligations for operation on the lower 230 channels (including permitting EA
licenses on the lower 80 SMR and general category channels to switch between
CMRS and PMRS services, provided that channels designated exclusively for SMRs
continue to be used for SMRs; and established procedures for relocating
incumbent SMR licensees to the lower channels. See "Business Strategy -
Spectrum."

      OTHER FCC PROCEEDINGS. The FCC is considering other regulatory changes
that could benefit the Company, such as imposing user fees, implementing further
license auctions and relaxing requirements for trunked service. Management
believes that these new proposed rules could make it easier for the Company to
expand its footprint and scope of operations but at greater expense. In
particular, if the FCC holds auctions in the 450-512 MHz band, the Company, as
an established provider of services in this band, may be eligible to be granted
exclusive license status in some of its markets. However, there can be no
assurance that the proposed rules would be adopted, that the Company would be
able to be granted exclusive licenses if they were made available, that the
Company would be able to expand its footprint or that the Company would be
successful in any FCC auction. Furthermore, the FCC has proposed a comprehensive
set of rule changes that, if adopted, would re-align the 800 MHz band and would
consolidate the 800 MHz and 900 MHz band Industrial and Business Pool channels
into a single pool. It is uncertain at this time what impact, if any, those
actions will have on the Company.

      REGULATORY RECLASSIFICATION. Under the Omnibus Budget Reconciliation Act
of 1993, the Communications Act was amended to establish two (2) new regulatory
categories that involve certain Company businesses. Instead of distinguishing
between private carriers and common carriers, the FCC


                                       12
<PAGE>
now must distinguish between PMRS providers and CMRS providers. In general, CMRS
providers are subject to regulatory requirements comparable to the requirements
for common carriers and PMRS providers are subject to regulatory requirements
comparable to the requirements for private carriers. The FCC has classified all
private carrier licensees within the 450-512 MHz refarming bands, except
Business Radio Service licensees, as PMRS providers. One of the criteria for
determining if a carrier is subject to CMRS regulation, however, is if it
provides interconnection to the PSN. Since the Company does not offer such
interconnection, it is currently classified as a PMRS provider and is generally
free from the uniform rules applicable to CMRS providers. If the Company decided
to upgrade its services and provide interconnection to the PSN, it likely then
would be classified as a CMRS provider. The interconnection to PSN, if deemed
appropriate in the Company's business strategy, could provide another source of
revenue.

      SMR. The FCC has ruled that 800 MHz band SMR systems, to the extent
possible, should be licensed on a wide-area basis and should be subject to
auctions. Similar licensing requirements have been imposed upon 900 MHz band SMR
licensees. In addition, certain limits on aggregate spectrum held by CMRS
licensees, including SMR operators, have been imposed, but these limits were
removed effective January 1, 2003. As a result of these changes, the Company
believes that its licensed 800 MHz band systems may be attractive to prospective
purchasers. However, the Company cannot predict what impact, if any, it could
have on its business.

      New Allocations. The FCC has proposals pending from time to time seeking
the allocation of additional spectrum for wireless communications services. For
example, based on one of these proposals, the FCC recently reallocated spectrum
in the 2 GHz band to provide a variety of new wireless services, including
advanced "Third Generation" or "3G" services being deployed internationally. The
Company cannot predict whether or when any such proposed allocation might be
made or the extent to which any allocation of additional spectrum, such as the
recently adopted reallocation of spectrum for 3G services, would affect the
Company's existing operations or its opportunity to expand.

      State Regulation. State and local governments may exercise their
traditional regulatory powers (e.g., health, safety, consumer protection and
zoning regulation) over wireless communications systems. The Communications Act,
however, specifically preempts state and local government regulation of CMRS and
PMRS provider rate offerings and market entry.

      Regulation Of Radio Towers. The FCC, the Federal Aviation Administration
and certain state and local government agencies regulate radio towers with
respect to geographic location, height, construction standards and tower
maintenance. Failure to maintain radio towers in compliance with regulations can
result in penalties to the tower owner or operator. Compliance with lighting and
painting requirements is particularly important. The Company believes each tower
it uses is in material compliance with applicable regulations. The Company
maintains liability insurance to protect it from third party claims relating to
non-compliance with tower regulations.

      Regulatory Developments. The FCC is considering regulatory changes that
may affect the Company's businesses. These changes involve PMRS licensing and
frequency coordination, including ongoing implementation of the
Telecommunications Act of 1996, deployment of broadband wireless technology,
implementation of "secondary market" spectrum transaction mechanisms to optimize
usage and deployment of new, innovative technologies, and adoption of consumer
obligations and public safety requirements. However, it is uncertain at this
time what impact, if any, these changes could have on the Company's operations.

OPERATIONS

      The Company performs billing, maintenance of subscriber records and FCC
licensing activities at its Woodlands, Texas headquarters.


                                       13
<PAGE>
      The Company's operations are divided into five business regions as
follows: Houston, Dallas/Ft. Worth, Northern California, Chicago, and Washington
D.C./Baltimore. The Company has centralized its operations at its corporate
headquarters. The Vice President-Products and Services and the Products and
Services Representative, North America are responsible for establishing and
maintaining relationships with independent dealers to load the Company's systems
as well as conduct mass marketing to introduce Talk 'N Track to the regions of
the Company concentration. The Company is supporting specific dealers in each
market that have qualified to become Master Dealers through marketing programs
directed specifically to customers that will find vehicle tracking an
enhancement to their business. The Company intends to expand its menu of
solutions offered to customers through use of its trunked systems.

      Historically, the Vietnamese government has prohibited foreign investment
in the communications sector. The Company has identified that communication
solution opportunities exist in Vietnam and elsewhere in South and Southeast
Asia. The Company pursued these opportunities based on preliminary studies that
indicated the Company might be afforded the opportunity to install Wireless
Local Loop products throughout Vietnam. A test system was operational and given
preliminary approval by the Vietnamese government in 2001. Final testing and
approval was achieved during 2002 and the Company's Wireless Local Loop product
is available to be utilized throughout Vietnam. However, there are no assurances
that the sale of the Company's WLL product will be successful.

      The Company has formed Champion Wireless International B.V. and Champion
Vietnam Wireless B.V., both Netherlands companies, and Champion Wireless Systems
International N.V., a Netherlands Antilles company, as wholly owned subsidiaries
to conduct the international operations, along with the newly licensed Champion
Wireless Solutions (Vietnam) LTD, a Vietnam company formed for the assembly of
the Wireless Local Loop product. The installation of WLL will facilitate
telephony, fax and internet service for first time users in remote villages
throughout Vietnam. Authority for resident offices was obtained in Vietnam
during 2001 and Champion Vietnam Wireless B.V. has established offices in both
Hanoi and Ho Chi Minh City. There is currently one employee in the Ho Chi Minh
City office and four employees in the Hanoi office.

EMPLOYEES

      As of March 21, 2003, the Company employed 14 people on a full-time basis,
in addition to the 5 employees in Vietnam. None of the Company's employees
belong to a union.

ITEM 2. DESCRIPTION OF PROPERTY

      The Company leases 5,702 square feet of office space in The Woodlands,
Texas, a suburb of Houston, Texas, where its principal offices are located. The
Company also leases two offices in Vietnam, one in Hanoi and another in Ho Chi
Minh City totaling approximately 4,900 square feet.

      The Company leases antenna and repeater space on approximately 48 tower
sites. Other than its leases on the Sears Tower in Chicago, Illinois, and Allied
Tower in Houston, Texas, no one lease is material to the business of the
Company. The leases are generally for terms of one to two years and
month-to-month thereafter except as follows:

<TABLE>
<CAPTION>
                    Location                            Lease Expiration
                    --------                            ----------------
<S>                                                     <C>
                    Missouri City, TX                   February 2004
                    Splendora, TX                       March 2004
                    Falls Church, VA                    May 2004
                    Denton, TX                          October 2005
                    Chicago, IL                         December 2005
                    Willis, TX                          July 2006
                    McKinney, TX                        December 2007
                    Ho Chi Minh City, Vietnam           August 2004
                    Hanoi, Vietnam                      May 2007
</TABLE>


                                       14
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

      From time to time, the Company is involved in various legal proceedings
arising in the ordinary course of business. While management currently believes
that the ultimate outcome of these proceedings, individually and in the
aggregate, will not have a material adverse effect on the Company's financial
position or overall trends in results of operations, litigation is subject to
inherent uncertainties, and unfavorable rulings could occur. On November 13,
1998, the FCC's Compliance and Information Bureau for the Chicago, Illinois
region, issued a Notice of Violation ("Notice") to the Company, alleging that
the Company operated the single-channel shared community repeater station WIM351
in violation of the FCC's rules. On November 25, 1998, the Company defended the
allegations, and asserted that it operates in full compliance with the FCC's
rules and policies. The Company has substantial defenses to the Notice based
upon informal letters and other documents published by the FCC that appear to
permit the practice at issue. The Company at this time is unable to predict the
outcome and the FCC has not notified the Company of any pursuit of this matter.
Although the proceeding involves a single community repeater station, an adverse
decision in this proceeding could impact the Company's decentralized trunking
operation nationwide.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      The Company's Common Stock is currently traded on the Canadian Venture
Exchange and the U.S. OTC Bulletin Board. During the years ended December 31,
2001, and December 31, 2002, the high and low bid prices were as follows:

<TABLE>
<CAPTION>
                                   U. S. OTC Bulletin Board         Canadian Venture Exchange
                                 (All amounts are in U.S. $)        (All amounts are in CDN $)
                                 ---------------------------        --------------------------

         Date                       High             Low              High              Low
         ----                       ----             ---              ----              ---
<S>                                <C>              <C>              <C>               <C>
March 31, 2001                     $0.840           $0.840           $0.800            $0.800

June 30, 2001                      $0.550           $0.530           $0.800            $0.800

September 30, 2001                 $0.550           $0.520           $1.100            $1.050

December 31, 2001                  $0.640           $0.550           $0.710            $0.410

March 31, 2002                     $0.600           $0.600           $1.100            $1.100

June 30, 2002                      $0.620           $0.600           $0.350            $0.350

September 30, 2002                 $0.510           $0.450           $0.200            $0.200

December 31, 2002                  $0.600           $0.450           $0.800            $0.800
</TABLE>

      The quotations reflect inter-dealer prices, without retail and mark-up,
markdown or commission and may not represent actual transactions.


                                       15
<PAGE>
      As of March 25, 2003, the Company's Common Stock was held by 104
stockholders of record.

      On January 30, 2003, the Board of Directors renewed authorization for the
Company to purchase up to 300,000 shares of its own common stock representing
approximately 5% of the issued and outstanding shares, plus additional shares in
privately negotiated transactions with shareholders in the United States. As of
March 25, 2003, the Company has repurchased 200,000 shares of its own common
stock.

      On March 27, 2002, the Board of Directors approved by Unanimous Written
Consent the redemption of 1,859,200 shares owned by David A. Terman, a major
stockholder and former director and officer of the Company, and Highland
Wireless Services, L.L.C., which is an entity controlled by David A. Terman.
This transaction was completed on March 28, 2002.

      The Company has not declared or paid any dividends. The payment of
dividends in the future will depend on the Company's earnings, capital
requirements, operating and financial position and general business conditions.
The Company anticipates that earnings will be retained to finance future growth
and operations, including research and product development. As such, management
anticipates that no dividends will be paid on the Common Stock in the
foreseeable future.

      For information concerning recent sales of unregistered securities, see
Item 10, "Executive Compensation -- Outstanding Options." These transactions
were exempt from registration under the Securities Act pursuant to Section 4(2),
as not involving any public offering. At an appropriate time, the Company
expects to file a registration statement on Form S-8 to register the
transactions relating to the grant and exercise of these options. The following
options were granted as additional compensation for employee and non-employee
director services:

<TABLE>
<CAPTION>
                                            No. of Options            Exercise
             Date of Grant                      Granted                Price
             -------------                      -------                -----
<S>                                         <C>                       <C>
             January 3, 2001                     4,000                 $0.5625

             December 31, 2001                  55,000                 $0.6400

             January 25, 2002                   35,000                 $0.5500

             April 21, 2002                     20,000                 $0.6300
</TABLE>

Information as of December 31, 2002 regarding equity compensation plans approved
and not approved by shareholders is summarized in the following table:

<TABLE>
<CAPTION>
                                                                                                       (C)
                                                                                                Number of Shares
                                                                                             Remaining Available for
                                                 (A)                        (B)               Future Issuance Under
                                       Number of Shares to be        Weighted Average          Equity Compensation
                                       Issued Upon Exercise of       Exercise Price of       Plans (Excluding Shares
Plan Category                            Outstanding Options        Outstanding Options      Reflected in Column A)
-------------                            -------------------        -------------------      ----------------------
<S>                                    <C>                          <C>                      <C>
Equity compensation plans
approved by shareholders                       320,000                      $1.04                    180,000

Equity compensation plans
not approved by
shareholders                                       N/A                        N/A                        N/A
                                               -------                      -----                    -------
TOTAL                                          320,000                      $1.04                    180,000
                                               =======                      =====                    =======
</TABLE>


                                       16
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

            The following discussion should be read in conjunction with the
consolidated financial statements of the Company and the notes thereto included
elsewhere in this Report on Form 10-KSB. The discussion in this section of this
Report on Form 10-KSB contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this section, those
discussed in "Risk Factors" and those discussed elsewhere in this Report on Form
10-KSB.

RESULTS OF OPERATIONS

      The primary operation of the Company is two-way radio dispatch
communications, however, due to the relationship between the primary operations
and spectrum, in past years the Company has been successful, on a sporadic basis
to obtain and market spectrum frequencies at significant gross margins,
supplemental to the primary business. These successes generated fluctuations in
the Company's revenues and gross margin from year to year of a positive nature.
Consequently, at the end of 2001 the Company made a calculated business decision
to devote considerable resources to develop spectrum system sales as an
additional business line. As a result of changes in the industry, brought about
by recommendations to the FCC by Nextel in reallocating existing spectrum, the
market for spectrum has dissipated. At the beginning of 2003, management
eliminated the Spectrum Division.

      The Company also discontinued direct sales and marketing during 2002,
relying upon dealers for the loading of its existing communication systems. As a
result of the focus on the Spectrum Division's opportunities, emphasis was not
placed on the communications infrastructure and dealer support waned. As a
result, the Company lost considerable momentum in expanding the customer base on
its communication systems during 2002.

      These events are reflected in the results of operations reported in this
year's report.

      Vehicle tracking utilizing the Company's wireless communication's
infrastructure is not new; however, it has advanced to the next level by
combining the power of GPS with modern technology and internet availability.
Talk 'N Track(TM) is a complete vehicle management system with audio
capabilities. This is a powerful tool that provides companies with improved
vehicle management and thus enhances profitability. The Company is showcasing
this product in 2003 by authorizing Master Dealers in each market allowing the
Champion staff to focus on marketing Talk 'N Track(TM) throughout its regions.

      Management anticipates that this premier product as well as the
aforementioned elimination of the Spectrum Division and related expenses will
have a significant impact in 2003 domestically.

      In 1999 representatives of the Company traveled to Vietnam and China to
evaluate the dispatch communication market. Preliminary results indicated that
the particular area of China visited revealed adequate dispatch communications.
However, it was found that dispatch communication in Vietnam was almost
non-existent.

      Continued research in Southeast Asia revealed the need for a standard
product to provide wireless telephony, fax and internet service for low density
populations.

      In late 1999, the Company contributed the SkyLink(TM) technology to a
joint venture which installed the WLL system in the Cao Bang province, Vietnam.
This system achieved preliminary acceptance in 2001 and final acceptance in
2002.


                                       17
<PAGE>
      In 2002, Champion purchased the SkyLink(TM) product line from SmarTrunk.
Today, Champion SkyLinkTM WLL is a fully integrated low density WLL system. In
December 2002 the Company was granted a 100% Foreign Owned Enterprise (FOE) by
the Socialist Republic of Vietnam.

      Champion Wireless Solutions (Vietnam) Ltd. ("CWSV") is the first company
to receive such distinction. The license allows for the manufacturing and
assembly of communications equipment for local consumption and export. CWSV is
currently negotiating with the state owned telephone company for the sale of the
first assembled integrated SkyLink(TM) system. In addition, the Company will
begin marketing the WLL product throughout the remainder of Asia in the second
quarter 2003.

      Total revenues for 2002 were $3,893,000, a decrease of $6,781,000, or 64%,
from 2001. Dispatch revenues decreased 20% from $4,587,000 in 2001 to $3,670,000
in 2002. This decrease reflects the reduction of revenues due to sales of 800
MHz SMR's and the sale and removal of non-strategic sites. Equipment and related
sales decreased 85% from $752,000 in 2001 to $114,000 in 2002. This decrease is
a result of the Company's discontinuance of direct equipment sales and service
operations in favor of authorizing qualified, independent dealers to represent
the Company. Radio rental revenues were down 52% from $181,000 for 2001 to
$87,000 for 2002, due to competition from other dealers and the sale of the
radio rental inventory in November 2002. Spectrum sales decreased from
$5,154,000 in 2001 to $22,000 in 2002. There were minimal revenues from spectrum
system sales in 2002 as compared with the closing with FCC consent, of several
contracts in 2001.

      In the past, Company sales of spectrum were sporadic, however, in early
2002 a "white paper" was filed with the FCC by Nextel. This white paper
addressed interference issues the Nextel system was inflicting upon various
communication systems operated by public safety. The white paper suggested a
rebanding of various 800 MHz frequencies between current holders. The details of
this rebanding are currently being worked out. Consequently, the purchasing of
800 MHz spectrum has ceased until rebanding details are made known to all users.
Thus, the Company saw the complete elimination of a Division's commercial
activities. As a result, the decision was made in early 2003 to eliminate the
Spectrum Division.

      Costs of sales decreased to $1,872,000 in 2002 from $4,372,000 in 2001.
Dispatch costs and expenses were $2,073,000 for 2001 as compared with $1,753,000
for 2002, a decrease of 15% or $320,000. The decrease in dispatch costs is due
to reduced tower rent and maintenance as a result of the sale and removal of
non-strategic community repeaters. The costs of equipment sales and service
decreased to $93,000 in 2002 from $687,000 in 2001 for a decrease of 86% due to
the decrease in related sales. Rental expenses decreased $2,000 from 2001 to
2002 in relation to reduced revenues. Spectrum expenses were $17,000 in 2002
compared to $1,600,000 in 2001 corresponding to the decreased sales.

      Depreciation and amortization decreased to $707,000 in 2002 from
$1,057,000 in 2001. The decrease of $350,000, or 33% from 2001 is attributed as
follows: amortization decreased $141,000 due to customer lists and refarming
license fees that were fully amortized in 2001 and 2002. The Company identified
certain assets that were unlikely to have future benefit and accelerated the
amortization in 2001. Depreciation expense decreased $209,000 due to sale of
SMR's and rental radios, as well as the maturing of corporate furniture,
fixtures and data processing equipment.

      General and administrative expenses decreased $551,000 to $3,043,000 for
2002 from $3,594,000 for 2001. The Company experienced significant savings from
discontinuing the regional sales and service offices in favor of indirect
equipment sales, in the amount of $928,000. International general and
administrative costs increased $283,000 as a result of the exploration of
international operations and establishing a company to assemble the WLL product
in Vietnam. Corporate General and administrative expenses increased $94,000 due
to international travel and legal expenses incurred.


                                       18
<PAGE>
      The Company recognized a net gain on the sale of communication equipment
assets in 2001 of $2,580,000 as compared with a net gain of $590,000 in 2002.
The decrease in 2002 is attributed to no significant asset purchase agreements
being executed for the sale of selected communication assets.

      Interest income for 2002 was $40,000 as compared with $71,000 for 2001 due
to reduced cash investments. Interest expense for the year ended December 31,
2001 was $7,000, a decrease of $37,000 from interest expense of $44,000 for
2001. This decrease in interest expense is primarily due to repayment of the
Company's line of credit and reductions in equipment notes.

      The Company reported a net loss for 2002 of $805,000 as compared to net
income of $3,011,000 for 2001, and a basic and diluted net income (loss) per
common share for 2002 of ($0.17) compared with $0.49 for 2001. Net income in
2001 was primarily due to the sale of selected communication assets resulting in
a net gain of $2,580,000.

LIQUIDITY AND CAPITAL RESOURCES

      At December 31, 2002, the Company had cash and cash equivalents of
approximately $2,122,000 as compared to $4,584,000 at December 31, 2001. The
decrease is primarily due to the repurchase of stock from David Terman in the
first quarter and the purchase of the SkyLink(TM) firmware in May 2002.

      The working capital of the Company was $2,183,000 at December 31, 2002 as
compared with $4,097,000 at December 31, 2001.

      Net cash used in operating activities was $890,000 for 2002 compared with
net cash provided of $795,000 in 2001.

      Net cash provided by investing activities was $243,000 for 2002 as
compared with $3,071,000 for 2001 reflecting the sale of selected communication
assets resulting in a gain for the Company.

      Net cash used in financing activities was $1,814,000 in 2002 compared to
$337,000 in 2001. Less cash was used in financing activities in 2002 as the
Company has continued to reduce its outstanding debt. The Company utilized cash
in 2002 to repurchase 1,859,200 shares owned by David A. Terman, a major
stockholder and former director and officer, and Highland Wireless Services,
L.L.C., an entity controlled by David A. Terman in a block transaction. The
repurchase of the shares held by Mr. Terman and Highland Wireless Services,
L.L.C. was approved by the Unanimous Written Consent of the Board of Directors
on March 27, 2002. This transaction was completed on March 28, 2002. In
addition, the Company has repurchased 167,500 shares of stock in its repurchase
program as of December 31, 2002.

      The Company closed on several sales of licensed systems in the 800 MHz
band during 2002 and 2001.

      As of December 31, 2002, the Company's current liabilities included
$27,113 owed to one commercial lender with repayment terms of $3,529 for sixty
months. This liability matures in August, 2003 and will be paid in full.


                                       19
<PAGE>
SUMMARY OF CRITICAL ACCOUNTING POLICIES

            (a)   Inventory

                  The Company's inventory consists primarily of two-way radios,
            parts and accessories. The Company uses the average cost method of
            accounting for inventory and is recorded at the lower of cost or
            market. In connection with the discontinuation of direct sales, the
            Company is liquidating any remaining inventory.

            (b)   Communications Equipment and Related Assets

                  Communications equipment and related assets are recorded at
            cost. Depreciation is computed on a straight-line basis over the
            estimated useful lives of the assets ranging from two to five years
            for other fixed assets and five to ten years for base station and
            related equipment.

            (c)   Other Assets

                  Fees associated with obtaining Federal Communication
            Commission licenses for 450-470 MHz, 470-512 MHz and 800 MHz are
            capitalized as part of the cost of the licenses. Licenses that are
            used by the Company are capitalized and amortized under the
            straight-line method for five years. Amortization of fees paid for
            refarming and offset filings have been accelerated to be fully
            amortized by December 31, 2002.

            (d)   Revenue Recognition

                  The billing cycle for radio dispatch service until the fourth
            quarter 2001 was for three, six and twelve month intervals. The
            Company deferred amounts billed in advance and recognized revenue as
            the related services were provided. In November 2001 the Company
            began billing customers on a monthly basis and no longer carries
            significant deferred revenue.

NEW ACCOUNTING PRONOUNCEMENTS

            In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143, which amends SFAS No. 19, "Financial
Accounting and Reporting by Oil and Gas Producing Companies," is applicable to
all companies. SFAS No. 143, which is effective for fiscal years beginning after
June 15, 2002, addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. It applies to legal obligations associated with the
retirement of long-lived assets that result from the acquisition, construction,
development and/or the normal operation of a long-lived asset, except for
certain obligations of lessees. As used in SFAS No. 143, a legal obligation is
an obligation that a party is required to settle as a result of an existing or
enacted law, statute, ordinance, or written or oral contract or by legal
construction of a contract under the doctrine of promissory estoppel. We do not
expect that adoption of this statement will have a material effect on the
consolidated financial condition or results of operations of the Company.

            In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, the Technical
Corrections. This statement eliminates the current requirement that gains and
losses on debt extinguishment must be classified as extraordinary items in the
income statement. Instead, such gains and losses will be classified as
extraordinary items only if they are deemed to be unusual and infrequent, in
accordance with the current GAAP criteria for extraordinary classification. In
addition, SFAS 145 eliminates an inconsistency in lease accounting by requiring
that modifications of capital leases that result in reclassification as
operating leases be accounted for consistent with sale-leaseback accounting
rules. The statement also contains other nonsubstantive corrections to be
authoritative accounting literature. The changes related to debt extinguishment
will be


                                       20
<PAGE>
effective for fiscal years beginning after May 15, 2002, and the changes related
to lease accounting will be effective for transactions occurring after May 15,
2002. Adoption of this standard will not have any immediate effect on our
consolidated financial statements. The Company will apply this guidance
prospectively.

            In June 2002, FASB issued SFAS No 146, "Accounting for Costs
Associated with Exit or Disposal Activities. SFAS 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including certain costs incurred in a restructuring)." SFAS 146
requires recognition of a liability for a cost associated with an exit or
disposal activity when the liability is incurred as opposed to when the entity
commits to an exit plan under EITF No. 94-3. SFAS 146 is effective for exit or
disposal activities initiated after December 31, 2002. We believe the adoption
of SFAS 146 will not have a significant effect on our consolidated financial
statements.

            In December 2002, the FASB issued SFAS No 148 "Accounting for
Stock-Based Compensation, Transition and Disclosure, an amendment of FASB
Statement No. 123." SFAS No. 148 provides alternative methods of transition for
an entity that voluntarily changes to the fair value based method of accounting
for stock-based employee compensation. It also amends the disclosure provisions
of SFAS No. 123 to require prominent disclosure about the effects on reported
net income of an entity's accounting policy decisions with respect to
stock-based employee compensation. Finally, this Statement amends APB Opinion
No. 28, Interim Financial Reporting, to require disclosure about those effects
in interim financial information. The amendment to SFAS No. 123 that provide
alternative methods of transition for an entity that voluntarily changes to the
fair value based method of accounting for stock-based employee compensation are
effective for financial statements for fiscal years ending after December 15,
2002. The amendment to SFAS No. 123 relating to disclosures and the amendment to
Opinion 28 is effective for financial reports containing condensed financial
statements for interim periods beginning after December 15, 2002. Early
application is encouraged. Management currently believes that the adoption of
SFAS No. 148 will not have a material impact on the consolidated financial
statements.

EFFECTS OF INFLATION

            The Company believes that the relatively moderate rate of inflation
over the past few years has not had a significant impact on the Company's
results of operations.

ITEM 7. FINANCIAL STATEMENTS

            (See Item 13).

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

            None.


                                       21
<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

            Information concerning Directors and Executive Officers of the
Company is incorporated in reference from the Company's definitive Proxy
Statement and related materials in connection with the annual meeting of
stockholders to be held on July 7, 2003. The incorporated portions consist of
all of the disclosures that appear in that Proxy Statement under the headings
"Nominees for Election as Directors" and "Executive Officers."

ITEM 10. EXECUTIVE COMPENSATION

            Information concerning Executive Compensation is incorporated by
reference from the Company's definitive Proxy Statement and related materials in
connection with the annual meeting of stockholders to be held on July 7, 2003.
The incorporated portions consist of all of the disclosures that appear in that
Proxy Statement under the heading "Executive Compensation."

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            Information concerning the Security Ownership of Certain Beneficial
Owners and Management is incorporated by reference from the Company's definitive
Proxy Statement and related materials in connection with the annual meeting of
stockholders to be held on July 7, 2003. The incorporated portions consist of
all of the disclosures that appear in that Proxy Statement under the heading
"Security Ownership of Certain Beneficial Owners and Management."

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            Information concerning Certain Relationships and Related
Transactions is incorporated by reference from the Company's definitive Proxy
Statement and related materials in connection with the annual meeting of
stockholders to be held on July 7, 2003. The incorporated portions consist of
all of the disclosures that appear in that Proxy Statement under the heading
"Certain Relationships and Related Transactions.


                                       22
<PAGE>
ITEM 13. EXHIBITS FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)   Documents filed as part of this report.

<TABLE>
<CAPTION>
                                                                                                      Page
<S>                                                                                                   <C>
1.    Consolidated Financial Statements:

           Report of Independent Certified Public Accountants...................................       F-2

           Consolidated Balance Sheets, December 31, 2002 and 2001..............................       F-3

           Consolidated Statements of Operations, Years Ended
                       December 31, 2002 and 2001 ..............................................       F-4

           Consolidated Statements of Stockholders' Equity, Years Ended
                       December 31, 2002 and 2001...............................................       F-5

           Consolidated Statements of Cash Flows, Years Ended
                       December 31, 2002 and 2001...............................................       F-6

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


                                       23
<PAGE>
2.    Exhibits:

<TABLE>
<CAPTION>
                                                                                                INCORPORATED BY
NUMBER                          DESCRIPTION                                                       REFERENCE TO
------                          -----------                                                       ------------
<S>             <C>                                                             <C>
3.1             Certificate of Incorporation filed                              Exhibit 3.1 to the Registration Statement on
                September 29, 1994.                                             Form 10-SB effective February 13, 1997
                                                                                 (File No. 0-29032)

3.2             Certificate of Amendment to Certificate of                      Exhibit 3.2 to the Registration Statement on
                Incorporation filed January 26, 1996.                           Form 10-SB effective February 13, 1997
                                                                                 (File No. 0-29032)

3.3             Certificate of Amendment to Certificate of                      Exhibit 3.3 to the Registration Statement on
                Incorporation filed April 23, 1996.                             Form 10-SB effective February 13, 1997
                                                                                 (File No. 0-29032)

3.4             By-laws dated September 29, 1994.                               Exhibit 3.4 to the Registration Statement on
                                                                                Form 10-SB effective February 13, 1997
                                                                                 (File No. 0-29032)

3.5             Amended and Restated By-laws, as adopted                        Exhibit 99.2 of the Company's Current Report
                January 23, 2002.                                               on Form 8-K filed February 6, 2002
                                                                                 (File No. 000-29032)

4.1             Specimen Common Stock share certificate.                        Exhibit 4.1 to the Registration Statement on
                                                                                Form 10-SB effective February 13, 1997
                                                                                 (File No. 0-29032)

4.2             Pages from Certificate of Incorporation and                     Exhibit 4.2 to the Registration Statement on
                By-laws defining rights of stockholders -                       Form 10-SB effective February 13, 1997
                included in Exhibits 3.1, 3.2, 3.3 and 3.4.                      (File No. 0-29032)

10.1            Form of Indemnification Agreement between                       Exhibit 10.27 to the Registration Statement on
                officers and director of the Company and                        Form 10-SB effective February 13, 1997
                the Company.                                                     (File No. 0-29032)

10.2            Escrow Agreement dated July 29, 1996                            Exhibit 10.28 to the Registration Statement on
                between Albert F. Richmond, David A.                            Form 10-SB effective February 13, 1997
                Terman, Equity Transfer Services, Inc. and                       (File No. 0-29032)
                the Company.

10.3            Lease Agreement dated January 1, 2000,                          Exhibit 10.30 to the 10-KSB filed March 30, 2000
                between Woodlands office Equities 95                             (File No. 001-12565)
                Limited and the Company.

10.4*           Lease Amendment dated December 5, 2002
                between Woodstead-Grogan Operating
                Associates, L.P. and the Company

10.5*           Master Antenna Site Lease No. 130 dated
                February 1, 1999 between Pinnacle Towers,
                Inc. and the Company (Confidential)

24.1            Power of Attorney (included on signature
                page)
</TABLE>


                                       24
<PAGE>
99.1*           Certification Pursuant to Section 1350, as adopted pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002.

----------
* Filed herewith.

(b)   Reports on Form 8-K.

            None  filed during the last quarter of the period.


                                       25
<PAGE>
ITEM 14. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

      The term "disclosure controls and procedures" is defined in Rule 13a-14(c)
of the Securities and Exchange Act of 1934, or the Exchange Act. This terms
refers to the controls and procedures of a company that are designed to ensure
that information required to be disclosed by a company in the reports that it
files under the Exchange Act is recorded, processed, summarized and reported
within required time periods. Our Chief Executive Officer and our Chief
Financial Officer have evaluated the effectiveness of our disclosure controls
and procedures as of a date within 90 days before the filing of this quarterly
report, and have concluded that as of that date, our disclosure controls and
procedures were effective at ensuring that required information will be
disclosed on a timely basis in our reports filed under the Exchange Act.

Changes in Internal Controls

      We maintain a system of internal controls that is designed to provide
reasonable assurance that our books and record accurately reflect our
transactions and that our established policies and procedures are followed.
There were no significant changes to our internal controls or in other factors
that could significantly affect our internal controls subsequent to the date of
their evaluation by our Chief Executive Officer and our Chief Financial Officer,
including any corrective actions with regard to significant deficiencies and
material weaknesses.


                                       26
<PAGE>
                                   SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d), the Securities
and Exchange Act of 1934, the Registrant has duly caused this Form 10-KSB,
Annual Report, for the year ending December 31, 2002, to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of The Woodlands, and
State of Texas, on the 28th day of March, 2003.

CHAMPION COMMUNICATION SERVICES, INC.


By: /s/ Albert F. Richmond
   ------------------------------------------------------------
   Albert F. Richmond,
   Chairman of the Board, Chief Executive Officer and President

POWER OF ATTORNEY TO SIGN AMENDMENTS

            KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Albert F. Richmond his true and lawful
attorney-in-fact and agent for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments to the Champion Communication
Services, Inc. Form 10-KSB, Annual Report, for year ending December 31, 2002,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises in order to effectuate the same as fully, to all intents and purposes,
as they or he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof. This Power of Attorney has been signed below by the
following persons in the capacities and on the dates indicated.

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

<TABLE>
<CAPTION>
             Signature                               Title                              Date
             ---------                               -----                              ----
<S>                                       <C>                                      <C>
   /s/ Albert F. Richmond                 Chairman of the Board,                   March 28, 2003
--------------------------------          Chief Executive Officer and President
Albert F. Richmond

   /s/ Pamela R. Cooper                   Chief Financial Officer, Treasurer,      March 28, 2003
--------------------------------          and Controller
Pamela R. Cooper

   /s/ Peter F. Dicks                     Director                                 March 28, 2003
--------------------------------
Peter F. Dicks

   /s/ James H. Grossman                  Director                                 March 28, 2003
--------------------------------
James H. Grossman
</TABLE>


                                       27
<PAGE>
CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Albert F. Richmond, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Champion
      Communication Services, Inc.;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

            a)    designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

            b)    evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

            c)    presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

            a)    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

            b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      annual report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date:  March 28, 2003                           /s/ ALBERT F. RICHMOND
                                                -----------------------
                                                Albert F. Richmond,
                                                Chief Executive Officer


                                       28
<PAGE>
       CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Pamela R. Cooper, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Champion
      Communication Services, Inc.;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

            a)    designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

            b)    evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

            c)    presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

            a)    all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

            b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      annual report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Date: March 28, 2003                                     /s/ PAMELA R. COOPER
                                                         -----------------------
                                                         Pamela R. Cooper
                                                         Chief Financial Officer


                                       29
<PAGE>
<TABLE>
<CAPTION>
                                                                                                             Page
<S>                                                                                                          <C>
Consolidated Financial Statements:

         Report of Independent Certified Public Accountants............................................      F-2

         Consolidated Balance Sheets, December 31, 2002 and 2001.......................................      F-3

         Consolidated Statements of Operations, Years Ended December 31, 2002 and 2001 ................      F-4

         Consolidated Statements of Stockholders' Equity, Years Ended
                  December 31, 2002 and 2001...........................................................      F-5

         Consolidated Statements of Cash Flows, Years Ended December 31, 2002 and 2001.................      F-6

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


                                      F-1
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Champion Communication Services, Inc.

We have audited the accompanying consolidated balance sheets of Champion
Communication Services, Inc. and Subsidiaries (the "Company") as of December 31,
2002 and 2001, and the related consolidated statements of operations,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 Champion
Communication Services, Inc. and Subsidiaries at December 31, 2002 and 2001, and
the results of their operations and their cash flows for the years then ended,
in conformity with accounting principles generally accepted in the United States
of America.


/s/ BDO SEIDMAN, LLP
Houston, Texas
March 14, 2003


                                      F-2
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2002 and 2001

<TABLE>
<CAPTION>
ASSETS                                                                              2002              2001
                                                                                 -----------       -----------
<S>                                                                              <C>               <C>
Current Assets
      Cash and cash equivalents                                                  $ 2,121,658       $ 4,583,549
      Accounts receivable, net of allowance for doubtful accounts of
          $24,066 and $87,189                                                        248,967           277,444
      Notes receivable                                                                    --
      Inventories                                                                    188,750           140,677
      Refundable income taxes                                                        238,000                --
      Prepaid expenses and other                                                      93,374           273,258
                                                                                 -----------       -----------
         Total Current Assets                                                      2,890,749         5,274,928
                                                                                 -----------       -----------

Communications equipment and related assets, net                                     924,278         1,396,190
Notes receivable, long-term, net                                                          --
Deferred taxes                                                                        56,000            86,000
Other assets, net of amortization of $816,744 and $981,707, respectively             861,416           861,128
                                                                                 -----------       -----------

                                                                                 $ 4,732,443       $ 7,618,246
                                                                                 ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
      Note payable to bank                                                       $        --       $   100,000
      Accounts payable                                                               164,139           236,000
      Accrued expenses                                                               493,863           629,450
      License sales deposits                                                           2,000            50,000
      Deferred revenue                                                                    --             4,812
      Current maturities of notes payable                                             47,520           157,991
                                                                                 -----------       -----------

         Total Current Liabilities                                                   707,522         1,178,253
                                                                                 -----------       -----------

Long-Term Liabilities
        Notes payable                                                                     --            27,113
        Customer deposits                                                              2,077             8,936
                                                                                 -----------       -----------

         Total Long-Term Liabilities                                                   2,077            36,049
                                                                                 -----------       -----------

Stockholders' Equity
        Common stock, $0.01 par value, 20,000,000 shares authorized,
          6,201,690 shares issued and 4,154,851 outstanding at December 31,
          2002 and 6,201,690 shares issued and 6,170,225 outstanding at
          December 31, 2001                                                           62,017            62,017
       Additional paid-in capital                                                  5,226,703         5,226,234
       Treasury stock, 2,046,839 shares at December 31, 2002 and 31,465
       shares at December 31, 2001, at cost                                       (1,595,588)          (18,611)
       Retained earnings                                                             329,712         1,134,304
                                                                                 -----------       -----------

Total Stockholders' Equity                                                         4,022,844         6,403,944
                                                                                 -----------       -----------

                                                                                 $ 4,732,443       $ 7,618,246
                                                                                 ===========       ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-3
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                        2002               2001
                                                     -----------       ------------
<S>                                                  <C>               <C>
Revenues
    Dispatch communications                          $ 3,670,097       $  4,587,163
    Equipment sales and service                          113,964            751,935
    Rental                                                87,345            181,472
    Spectrum sales and fees                               21,956          5,153,905
                                                     -----------       ------------

        Total Revenues                                 3,893,362         10,674,475
                                                     -----------       ------------

Operating expenses:
    Cost of sales:
      Dispatch communications                          1,753,523          2,072,801
      Equipment sales and service                         93,169            687,498
      Rental                                               8,606             11,301
      Spectrum sales and fees                             16,906          1,600,167
                                                     -----------       ------------

        Total Cost of Sales                            1,872,204          4,371,767
                                                     -----------       ------------
        Gross Margin                                   2,021,158          6,302,708

    Provision for doubtful accounts                           --            102,000
    Depreciation and amortization                        706,668          1,057,396

    General and administrative expenses                3,043,299          3,594,231
                                                     -----------       ------------

    Net gain  on disposal/sale of fixed assets           590,465          2,580,155

      Operating Income (Loss)                         (1,138,344)         4,129,236
                                                     -----------       ------------

Other income (expenses):
    Interest income                                       39,592             70,637
    Interest expense                                      (6,850)           (44,485)
                                                     -----------       ------------

Income (loss) before income taxes                     (1,105,602)         4,155,388

Income tax expense (benefit)                            (301,010)         1,144,000
                                                     -----------       ------------

Net income (loss)                                      ($804,592)      $  3,011,388
                                                     ===========       ============

Weighted average common shares
    outstanding                                        4,672,588          6,180,852
                                                     ===========       ============

Basic net income (loss) per common share             $     (0.17)      $       0.49
                                                     ===========       ============

Diluted net income (loss) per common share           $     (0.17)      $       0.49
                                                     ===========       ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                    Additional                         Retained            Total
                                         Common        Common        paid-in         Treasury          earnings        stockholders'
                                      stock shares      stock        capital           stock           (deficit)           equity
                                      ------------     -------      ----------      -----------      ------------       -----------
<S>                                   <C>              <C>          <C>             <C>              <C>               <C>
Balance at December 31, 2000            6,201,690      $62,017      $5,226,234      $    (4,704)      $(1,877,084)      $ 3,406,463

Purchase of treasury stock                     --           --              --          (13,907)               --           (13,907)

Net income for 2001                            --           --              --               --         3,011,388         3,011,388
                                        ---------      -------      ----------      -----------       -----------       -----------

Balance at December 31, 2001            6,201,690       62,017       5,226,234          (18,611)        1,134,304         6,403,944
                                        ---------      -------      ----------      -----------       -----------       -----------

Purchase of treasury stock                     --           --              --        1,597,155                --         1,597,155

Reissuance of treasury stock                   --           --             469           20,178                --            20,647

Net loss for 2002                              --           --              --               --          (804,592)         (804,592)
                                        ---------      -------      ----------      -----------       -----------       -----------

Balance at December 31, 2002            6,201,690      $62,017      $5,226,703      $(1,595,588)      $   329,712       $ 4,022,844
                                        =========      =======      ==========      ===========       ===========       ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                                                       2002                 2001
                                                                                                   -----------          -----------
<S>                                                                                                <C>                  <C>
Cash flows from operating activities:
    Net income (loss)                                                                              $  (804,592)         $ 3,011,388
    Adjustments to reconcile net income (loss) to
      Net cash provided by (used in) operating activities:
      Depreciation and amortization                                                                    706,668            1,057,396
      Bad debt expense (write off)                                                                     (63,123)             102,000
      Gain on disposal/sale of fixed and other assets                                                 (590,465)          (2,580,155)
        Deferred taxes                                                                                  30,000              129,000
      Change in assets and liabilities:
        Accounts receivable                                                                            178,878              137,169
        Refundable income taxes                                                                       (238,000)                  --
        Inventory                                                                                      (22,621)             403,617
        Prepaid expenses                                                                               179,884             (101,173)
        Accounts payable                                                                               (71,861)            (159,328)
        Accrued expenses                                                                              (135,587)              18,132
        License sales and customer deposits                                                            (54,859)            (999,305)
        Deferred revenue                                                                                (4,812)            (223,451)
                                                                                                   -----------          -----------
          Net cash provided by (used in) operating activities                                         (890,490)             795,290
                                                                                                   -----------          -----------
Cash flows from investing activities:
    Collections of notes receivable                                                                         --               22,325
    Purchases of fixed and other assets                                                               (579,917)            (255,251)
    Proceeds from sale fixed and other assets                                                          822,608            3,304,054
                                                                                                   -----------          -----------
          Net cash provided by investing activities                                                    242,691            3,071,128
                                                                                                   -----------          -----------
Cash flows from financing activities:
    Proceeds from issuance of notes payable                                                                 --               62,970
    Repayment of notes payable                                                                        (237,584)            (385,583)

    Purchase of treasury stock, net of issuances                                                    (1,576,508)             (13,907)
                                                                                                   -----------          -----------
          Net cash used in financing activities                                                     (1,814,092)            (336,520)
                                                                                                   -----------          -----------

Increase (decrease) in cash and cash equivalents                                                    (2,461,891)           3,529,898

Cash and cash equivalents at beginning of year                                                       4,583,549            1,053,651
                                                                                                   -----------          -----------

Cash and cash equivalents at end of year                                                           $ 2,121,658          $ 4,583,549
                                                                                                   ===========          ===========
Supplemental disclosure of cash flow information:
    Cash paid during the year for:
    Taxes                                                                                          $   163,919          $ 1,009,073
                                                                                                   ===========          ===========
    Interest                                                                                       $     8,421          $    42,487
                                                                                                   ===========          ===========
    Non-cash transactions:
    Transfer of property and equipment and intangible assets to/(from) inventory                   $    25,452          $    (5,329)
                                                                                                   ===========          ===========
    Equipment acquired from note receivable settlement                                                      --          $   111,508
                                                                                                                        ===========
    Equipment sold in exchange for other assets                                                    $    87,278          $    71,103
                                                                                                   ===========          ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001

(1)   Summary of Significant Accounting Policies

      (a)   Description of Business

                  Champion Communication Services, Inc. (the Company) is a
            provider of high powered community repeater dispatch services
            operating within the 450 - 512 MHz and 800 MHz frequency band in the
            United States. The Company's customers consist primarily of business
            and government agencies located in both metropolitan and rural
            geographic regions. The Company provides customers with dispatch
            airtime and data transmission service.

                  To pursue international business opportunities, the Company
            formed Champion Wireless International B.V. and Champion Vietnam
            Wireless B.V., both Netherlands companies, and Champion Wireless
            Systems International N.V., a Netherlands Antilles company, as
            wholly owned subsidiaries. Authority for resident offices was
            obtained in Vietnam during 2001 and Champion Vietnam Wireless B.V.
            has established offices in both Hanoi and Ho Chi Minh City. On
            December 16, 2002, an investment license was granted for Champion
            Wireless Solutions (Vietnam), Ltd.

      (b)   Organization and Basis of Presentation

                  The Company has raised equity capital through the issuance of
            common stock and warrants, which expired during 1998, to the public
            sector in the United States and Canada. Accordingly, its securities
            are registered with the Securities and Exchange Commission in the
            U.S. and listed on the Canadian Venture Exchange.

                  The consolidated financial statements include the accounts of
            Champion Communication Services, Inc. and its wholly-owned
            subsidiaries, Champion Wireless International B.V., Champion Vietnam
            Wireless B.V., Champion Wireless Solutions (Vietnam), Ltd and
            Champion Wireless Systems International N.V. All significant
            intercompany transactions and balances have been eliminated in
            consolidation.

                  The accompanying financial statements have been prepared in
            accordance with accounting principles generally accepted in the U.S.
            The differences between accounting principles generally accepted in
            the U.S. and Canada would not have a material impact on the
            accompanying financial statements.

      (c)   Cash and Cash Equivalents

                  For purposes of the statements of cash flows, the Company
            considers all highly liquid financial instruments purchased with an
            original maturity of three months or less to be cash equivalents.

                  The Company has $100,000 restricted as collateral for its
            direct deposit payroll. These funds are invested in a money market
            account.

      (d)   Allowance for Doubtful Accounts

                  The Company recognizes an allowance for doubtful accounts
            equivalent to an estimate of account balances that may prove to be
            uncollectible upon historical experience and assessment of the
            general financial conditions affecting the aged receivable base. In
            addition, specifically identified amounts that Management believes
            to be uncollectible are recorded in the allowance for doubtful
            accounts. If actual collections indicate fluctuations, revisions to
            the allowance may be required. There is a limited number of
            customers that may have a large amount due at any given balance
            sheet date. Any unanticipated change in one of those customer's
            credit worthiness or other matters affecting the collectibility of
            amounts due from such customers, could have a material affect on the
            results of operations in the period in which such changes or events
            occur. After all attempts to collect a receivable have failed, the
            receivable is written off against the allowance.


                                      F-7
<PAGE>
(1)   Summary of Significant Accounting Policies, (continued)

      (e)   Inventory

                  The Company's inventory consists primarily of two-way radios,
            parts and accessories. The Company uses the average cost method of
            accounting for inventory and is recorded at the lower of cost or
            market. In connection with the discontinuation of direct sales the
            Company is liquidating any remaining inventory.

      (f)   Communications Equipment and Related Assets

                  Communications equipment and related assets are recorded at
            cost. Depreciation is computed on a straight-line basis over the
            estimated useful lives of the assets ranging from two to five years
            for other fixed assets and five to ten years for base station and
            related equipment.

      (g)   Other Assets

                  Fees associated with obtaining Federal Communication
            Commission (FCC) licenses for 450-470 MHz, 470-512 MHz and 800 MHz
            are capitalized as part of the cost of the licenses. Licenses that
            are used by the Company are capitalized and amortized under the
            straight-line method for five years. Amortization of fees paid for
            refarming and offset filings have been accelerated to be fully
            amortized and retired at December 31, 2002.

      (h)   Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
            Of

                  Management reviews long-lived assets and intangible 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 an 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 amount of the assets
            exceeds the fair value of the assets which considers the discounted
            future net cash flows. Assets to be disposed of are reported at the
            lower of the carrying amount or the fair value less costs of
            disposal. This analysis of the long-lived assets as of December 31,
            2002 and 2001 indicated there was no impairment to these assets'
            carrying values.

      (i)   Accrued Expenses

                  Accrued expenses consist primarily of accrued tower rents
            totaling $245,000 and $235,000 at December 31, 2002 and 2001,
            respectively.

      (j)   Income Taxes

                  In accordance with the liability method under accounting
            principles generally accepted in the United States of America,
            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 basis. Deferred tax assets and liabilities are
            measured using enacted tax rates expected to apply to taxable income
            in the years 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. A valuation allowance is
            provided against deferred tax assets which management considers
            likely to be unrealized.

      (k)   Fair Value of Financial Instruments

                  Fair value estimates are made at discrete points in time based
            on relevant market information. These estimates may be subjective in
            nature and involve uncertainties and matters of significant judgment
            and therefore cannot be determined with precision.

                  The Company believes that the carrying amounts of its current
            assets and current liabilities approximate the fair value of such
            items due to their short-term nature. The carrying amount of
            long-term debt


                                      F-8
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)   Summary of Significant Accounting Policies, (continued)

            approximates its fair value because the interest rates approximate
            market and there has been no significant change in the credit risk
            of the Company.

      (l)   Stock Option Plan

                  Statement of Financial Accounting Standards (SFAS) No. 123,
            "Accounting for Stock-Based Compensation," permits entities to
            recognize as expense over the vesting period the fair value of all
            stock-based awards on the date of grant. Alternatively, SFAS No. 123
            also allows entities to continue to apply the provisions of
            Accounting Principles Board (APB) Opinion No. 25, "Accounting for
            Stock Issued to Employees," and provide pro forma net income and pro
            forma earnings per share disclosures for employee stock option
            grants made in 1995 and future years as if the fair-value-based
            method defined in SFAS No. 123 had been applied. The Company has
            elected to continue to apply the provisions of APB Opinion No. 25,
            in which no compensation expense is recognized for employee stock
            option if there is no intrinsic value at the date of the grant, and
            to provide the pro forma disclosure provisions of SFAS No. 123 (See
            Note 9).

      (m)   Treasury Stock

                  The Company utilizes the cost method for accounting for its
            treasury stock acquisitions and dispositions.

      (n)   Revenue Recognition

                  The billing cycle for radio dispatch service until the fourth
            quarter 2001 was for three, six and twelve month intervals. The
            Company deferred amounts billed in advance and recognized revenue as
            the related services were provided. In November 2001 the Company
            began billing all customers on a monthly basis and will no longer
            carry deferred revenue as of December 31, 2002. Upon the sale of
            licenses, cost is relieved based on actual cost.

      (o)   Net Income (Loss) Per Common Share

                  For the years ended December 31, 2002 and 2001, the weighted
            average number of common shares outstanding was 4,672,588 and
            6,180,852, respectively. In calculating EPS for the year ended
            December 31, 2002, options to purchase 320,000 shares of common
            stock at exercise prices ranging from $0.50 to $2.75 were not
            included because the potential shares were considered anti-dilutive
            due to the Company's reported loss. In calculating diluted EPS for
            the year ended December 31, 2001, options to purchase 7,000 shares
            of common stock at exercise prices ranging from $0.50 to $0.5625
            were included in the computation of diluted EPS. Options to purchase
            296,000 shares at exercise prices ranging from $0.64 to $2.75 were
            not included in the December 31, 2001 calculation of diluted EPS
            because the Company's average stock price during 2001 was $0.62.

      (p)   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 to prepare these
            financial statements in conformity with accounting principles
            generally accepted in the United States of America. Actual results
            could differ from those estimates.

      (q)   Differences Between Generally Accepted Accounting Principles in the
            United States and Canada

                  The Company prepares its financial statements in accordance
            with generally accepted accounting principles (GAAP) in the United
            States. There are no significant differences between the United
            States and Canadian GAAP effecting the Company's financial
            statements.


                                      F-9
<PAGE>

             CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)   Summary of Significant Accounting Policies, (continued)

      (r)   Reclassifications

                  Certain balances as of and for the year ended December 31,
            2001 have been reclassified to conform with the current year
            presentation.

      (s)   New Accounting Pronouncements

                  In June 2001, the FASB issued SFAS No. 143, "Accounting for
            Asset Retirement Obligations." SFAS No. 143, which amends SFAS No.
            19, "Financial Accounting and Reporting by Oil and Gas Producing
            Companies," is applicable to all companies. SFAS No. 143, which is
            effective for fiscal years beginning after June 15, 2002, addresses
            financial accounting and reporting for obligations associated with
            the retirement of tangible long-lived assets and the associated
            asset retirement costs. It applies to legal obligations associated
            with the retirement of long-lived assets that result from the
            acquisition, construction, development and/or the normal operation
            of a long-lived asset, except for certain obligations of lessees. As
            used in SFAS No. 143, a legal obligation is an obligation that a
            party is required to settle as a result of an existing or enacted
            law, statute, ordinance, or written or oral contract or by legal
            construction of a contract under the doctrine of promissory
            estoppel. The Company believes the adoption of SFAS No. 143 will not
            have a material effect on the financial condition or results of
            operations of the Company.

                  In April 2002, the FASB issued SFAS No. 145, Rescission of
            FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
            13, the Technical Corrections. This statement eliminates the current
            requirement that gains and losses on debt extinguishment must be
            classified as extraordinary items in the income statement. Instead,
            such gains and losses will be classified as extraordinary items only
            if they are deemed to be unusual and infrequent, in accordance with
            the current GAAP criteria for extraordinary classification. In
            addition, SFAS 145 eliminates an inconsistency in lease accounting
            by requiring that modifications of capital leases that result in
            reclassification as operating leases be accounted for consistent
            with sale-leaseback accounting rules. The statement also contains
            other nonsubstantive corrections to be authoritative accounting
            literature. The changes related to debt extinguishment will be
            effective for fiscal years beginning after May 15, 2002, and the
            changes related to lease accounting will be effective for
            transactions occurring after May 15, 2002. Adoption of this standard
            will not have any immediate effect on our consolidated financial
            statements. The Company will apply this guidance prospectively.

                  In June 2002, the FASB issued SFAS No 146, Accounting for
            Costs Associated with Exit or Disposal Activities, which addresses
            accounting for restructuring and similar costs. SFAS No. 146
            supersedes previous accounting guidance, principally Emerging Issues
            Task Force (ETIF) Issue No. 94-3. The Company will adopt the
            provisions of SFAS No. 146 for restructuring activities initiated
            after December 31, 202. SFAS No. 146 requires that the liability for
            costs associated with an exit or disposal activity be recognized
            when the liability is incurred. Under ETIF No. 94-3, a liability for
            an exit cost is recognized at the date of a company's commitment to
            an exit plan. SFAS No. 146 also establishes that the liability
            should initially be measured and recorded at fair value. The Company
            believes the adoption of SFAS No. 146 will not have a material
            effect on the financial condition or results of operations of the
            Company.

                  In December 2002, the FASB issued SFAS No 148 "Accounting for
            Stock-Based Compensation, Transition and Disclosure, an amendment of
            FASB Statement No. 123." SFAS No. 148 provides alternative methods
            of transition for an entity that voluntarily changes to the fair
            value based method of accounting for stock-based employee
            compensation. It also amends the disclosure provisions of SFAS No.
            123 to require prominent disclosure about the effects on reported
            net income of an entity's accounting policy decisions with respect
            to stock-based employee compensation. Finally, this Statement amends
            APB Opinion No. 28, Interim Financial Reporting, to require
            disclosure about those effects in interim financial information. The
            amendment to SFAS No. 123 that provide alternative methods of
            transition for an entity that voluntarily changes to the fair value
            based method of accounting for stock-based employee compensation are
            effective for financial statements for fiscal years ending after
            December 15, 2002. The amendment to SFAS No. 123 relating to
            disclosures and the amendment to Opinion 28 is effective for
            financial reports containing condensed financial statements for
            interim periods beginning after December 15, 2002. Early application
            is encouraged. Management currently believes that the adoption of
            SFAS No. 148 will not have a material impact on the consolidated
            financial statements. The Company has elected to continue to apply
            the intrinsic value method of accounting.


                                      F-10
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2)   Accounts Receivable and Allowance for Doubtful Accounts

            Accounts receivable are customer obligations due under normal trade
      terms. The Company provides services principally to businesses and
      government agencies involved in a variety of industries that typically
      benefit from fleet communication and data transmission in the Company's
      operating areas. Management monitors the credit performance of customers'
      financial conditions. Although collateral is generally not required,
      prepayment may be required from selected customers in certain
      circumstances.

      Management reviews accounts receivable on a quarterly basis to determine
      if any receivables will potentially be uncollectible. Accounts receivable
      balances that are determined to be uncollectible, along with a general
      reserve, are included in the overall allowance for doubtful accounts.
      After all attempts to collect a receivable have failed, the receivable is
      written off against the allowance. Based on the information available, the
      Company believes that the allowance for doubtful accounts as of December
      31, 2002 is adequate. However, actual write-offs might exceed the recorded
      allowance.

(3)   Concentration of Credit Risk

            The Company maintains cash deposits predominantly in U.S. banks,
      which, from time to time, exceed the amount of depositors insurance
      available. Management assesses the financial condition of these banks and
      believes that the possibility of any credit loss is minimal. The Company
      extends credit to its customers located in the U.S. and Vietnam and
      considers there to be no concentration of credit risk.

(4)   Note Receivable

            The Company had a note receivable relating to the March 1999 sale of
      certain equipment totaling $400,000. There was no outstanding balance on
      this note as of December 31, 2001. The outstanding balance of this note as
      of December 31, 2000 was $355,389 and a reserve for bad debts of $135,000
      was recorded at December 31, 2000 after the note holder became delinquent
      on note payments.

            In 2001, the Company negotiated with the purchaser of the equipment
      to settle the related note receivable as a result of the purchaser's
      default on the note payments. The Company obtained a partial cash
      settlement of $22,325 from the purchaser and reclaimed the assets
      previously sold. The Company valued the recovered assets at $111,508 and
      recorded a loss on such previously sold assets of $86,556 for the year
      ended December 31, 2001.

(5)   Communication Equipment and Related Assets

            Communication equipment and related assets at December 31, 2002 and
      2001 are comprised of the following:


                                      F-11
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                     December 31, 2002
                                                                      --------------------------------------------------
                                                  Asset                                   Accumulated             Net
                                                   Life                  Cost            Depreciation           Balance
                                                   ----                  ----            ------------           -------
<S>                                             <C>                   <C>                <C>                  <C>
Base station and related equipment              5 - 10 years          $1,794,396          $  953,820          $  840,576
Other furniture, data processing and
communications equipment                        2 - 5 years              396,604             312,902              83,702
                                                                      ----------          ----------          ----------

                                                                      $2,191,000          $1,266,722          $  924,278
                                                                      ==========          ==========          ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                                      December 31, 2001
                                                                      --------------------------------------------------

                                                  Asset                                   Accumulated             Net
                                                   Life                  Cost            Depreciation           Balance
                                                   ----                  ----            ------------           -------
<S>                                             <C>                   <C>                <C>                  <C>
Base station and related equipment              5 - 10 years          $2,383,172          $1,133,815          $1,249,357
Rental radio equipment                          2 - 5 years              619,269             538,720              80,549
Other furniture, data processing and
communications equipment                        2 - 5 years              694,228             627,944              66,284
                                                                      ----------          ----------          ----------

                                                                      $3,696,669          $2,300,479          $1,396,190
                                                                      ==========          ==========          ==========
</TABLE>

            During the year ended December 31, 2002, communication equipment,
      rental radios and other assets with a net book value of approximately
      $147,000 were sold resulting in a gain of approximately $675,000. In
      addition, the Company disposed of communication equipment and other assets
      with a net book value of approximately $85,000, decreasing total net gain
      to approximately $590,000 for the year ended December 31, 2002. During the
      year ended December 31, 2001, communication equipment and other assets
      with a net book value of approximately $492,000 were sold resulting in a
      gain of approximately $2,849,000. In addition, the Company disposed of
      communication equipment and other assets with a net book value of
      approximately $269,000 reducing the total net gain to approximately
      $2,580,000 for the year ended December 31, 2001.

(6)   Notes Payable

            At December 31, 2002 and 2001, notes payable consisted of the
      following:

<TABLE>
<CAPTION>
                                                                                               2002             2001
                                                                                               ----             ----
<S>                                                                                          <C>              <C>
            Revolving note payable to a bank with a maximum credit line of
            $100,000, bearing interest at the prime rate plus three-fourths of
            one percent per annum was paid in 2002.                                          $     --         $ 100,000
                                                                                             ========         =========
            Installment note payable due in monthly payments of $3,529, at
            interest rates of 11.0%. This note matures in 2003 and is
            collateralized by communication equipment                                        $ 27,113         $  70,017

            Note payable due in monthly payments of interest at 6% was paid
            in 2002.                                                                         $     --         $  75,000
                                                                                             ========         =========

            Other                                                                              20,407            40,087
                                                                                             --------         ---------
            Total notes payable                                                                47,520           185,104
            Less current maturities                                                           (47,520)         (157,991)
                                                                                             --------         ---------
                                                                                             $     --         $  27,113
                                                                                             ========         =========
</TABLE>


                                      F-12
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(7)   Income Taxes

            The provision for income taxes (benefit) consisted of the following
      for the years ended December 31, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                       2002           2001
                                                                       ----           ----
<S>                                                                 <C>             <C>
                    Current:
                  Federal                                           ($263,467)     $  851,000
                  State                                               (67,543)        164,000
                    Deferred                                           30,000         129,000
                                                                    ---------      ----------

                  Net Income Tax Expense (Benefit)                  ($301,010)     $1,144,000
                                                                    =========      ==========
</TABLE>

            For the years ended December 31, 2002 and 2001, the Company's
      effective income tax rate differed from the statutory tax rate as follows:

<TABLE>
<CAPTION>
                                                                       2002       2001
                                                                       ----       ----
<S>                                                                    <C>         <C>
                  Federal statutory tax rate                           (34)%       34%
                  State income tax rate                                 (6)         4
                  Non-deductible expenses                               17          3
                  Change in valuation allowance                         --          5
                  Utilization of net operating losses and credits       --        (18)
                  Other                                                 (3)
                                                                       ---        ---
                  Effective tax rate                                   (26)%       28%
                                                                       ===        ===
</TABLE>

            As of December 31, 2002 and 2001, deferred tax assets and
      liabilities were as follows:

<TABLE>
<CAPTION>
                                                                        2002            2001
                                                                        ----            ----
<S>                                                                   <C>            <C>
Allowance for doubtful accounts                                       $    --        $ 30,000
                                                                      -------
     Total deferred tax liabilities                                        --        $(30,000)
                                                                      -------        --------

Allowance for doubtful accounts                                         8,000              --
Communications equipment                                               48,000         116,000

     Total deferred tax assets                                         56,000        $116,000
                                                                      -------        --------

     Net deferred tax assets                                          $56,000        $ 86,000
                                                                      =======        ========
</TABLE>


                                      F-13
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(7)   Income Taxes, (continued)

            The Company had a net operating loss carry forward of approximately
      $1,781,000 as of December 31, 2000, which the Company applied to its
      taxable income for 2001. The Company had $70,590 in alternative minimum
      tax carry forwards as of December 31, 2000, which the Company also applied
      to its taxable income for 2001.

(8)   Stockholders' Equity

            Of the 4,154,851 outstanding shares of common stock at December 31,
      2002, 1,555,200 shares owned by the chief executive officer and president
      of the Company had been placed in escrow, in connection with the Company's
      initial public offering in Canada in 1996. Seventy percent of the
      securities were released from escrow during the period 1997 through 2000,
      and the remaining thirty percent were released on April 29, 2001.

            During the year ended December 31, 2002, the Company issued 32,261
      shares at $0.63 per share in connection with the Company contribution to
      match employee's participation in the Company's 401(K) plan. No shares
      were issued during the year ended December 31, 2001.

            During the year ended December 31, 2002 and 2001, the Company
      acquired, to be held in treasury stock, 2,047,635 and 25,193 shares of its
      common stock at prices averaging $0.78 per share and $0.55 per share,
      respectively.

(9)   Stock Options

            In 1996, the Company adopted the "1996 Incentive Plan" (the Plan) to
      provide incentive options, non-statutory options, restricted stock awards
      and stock appreciation rights to certain key employees, non-employee
      directors and other persons. The Plan authorizes grants of options to
      purchase up to 500,000 shares of common stock. Stock options are granted
      with an exercise price equal to the stock's fair market value at the date
      of grant. All stock options issued under the Plan have 10-year terms.
      Options granted to employees prior to August 1, 2000, vest and become
      fully exercisable after a range of two to six years from the date of
      grant. For options granted to employees after August 1, 2000, twenty-five
      percent (25%) vest and become exercisable immediately and twenty-five
      percent (25%) vest and become exercisable in each of the three following
      years. Options granted to non-employee directors vest and become
      exercisable immediately upon issuance. At December 31, 2002 and 2001,
      there were 180,000 and 197,000 additional shares, respectively, available
      for grant under the Plan.

            During 2001, the Company granted options to purchase 59,000 shares
      of common stock to employees and directors of the Company. The per share
      weighted-average value of stock options granted during 2001 was $0.36, on
      the date of grant, using the Black-Scholes option model with the following
      assumptions: weighted-average risk-free interest rate of 4.0%,
      weighted-average expected life of three years, weighted-average expected
      volatility of 85%, and no expected dividend yield.

            During 2002, the Company granted options to purchase 55,000 shares
      of common stock to employees and directors of the Company. The per share
      weighted-average value of stock options granted during 2002 was $0.63, on
      the date of grant, using the Black Scholes option model with the following
      assumptions: weighted-average risk-free interest rate of 4.0%,
      weighted-average expected life of three years, weighted-average expected
      volatility of 85%, and no expected dividend yield.

            The Company applies APB Opinion No. 25 in accounting for its Plan
      and no compensation cost has been recognized for its stock options in the
      financial statements for the years ended December 31, 2002 and 2001. Had
      the Company determined compensation cost based on the fair value at the
      grant date for its stock options under SFAS No. 123, the Company's net
      income (loss) would have been reduced (increased) to the pro forma amounts
      indicated below:


                                      F-14
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9)   Stock Options, (continued)

<TABLE>
<CAPTION>
                                                                   2002          2001
                                                                   ----          ----
<S>                                                             <C>           <C>
        Net income (loss), as reported                          $(804,592)    $ 3,011,388

        Deduct: Total stock-based employee compensation
          expense determined under fair value based
          method for all awards, net of related tax
          effects                                                 (16,592)        (11,630)

        Pro Forma net income (loss)                             $(821,184)    $(2,999,758)
                                                                =========     ===========
        Net income (loss) per share, basic and diluted

        As reported                                             $   (0.17)    $      0.49
        Pro forma                                               $   (0.17)    $      0.49
                                                                ---------     -----------
</TABLE>

            The following table summarizes the information about the stock
      options as of December 31, 2002:

<TABLE>
<CAPTION>
                                                                    Weighted
                                  Number           Weighted          Average           Number           Weighted
          Range of             Outstanding         Average          Remaining       Exercisable          Average
          Exercise                  at             Exercise      Contracted Life         at             Exercise
           Price                 12/31/02            Price           (Years)          12/31/02            Price
         ----------            -----------         --------      ---------------    -----------         --------
<S>                            <C>                 <C>           <C>                <C>                 <C>
            $0.50                   1,500            $0.50             7.00              1,500            $0.50

             0.55                  35,000             0.55             9.07              8,750             0.55

             0.56                   2,000             0.56             8.01              2,000             0.56

             0.63                  20,000             0.63             9.30             20,000             0.63

             0.64                  45,000             0.64             9.00             27,500             0.64

             0.88                 100,000             0.88             6.33             25,000             0.88

             1.00                  24,500             1.00             5.85             18,000             1.00

             1.16                  15,000             1.16             5.28              7,500             1.16

             1.25                  11,500             1.25             5.46              6,500             1.25

             2.00                  32,000             2.00             3.43             32,000             2.00

             2.22                  32,000             2.22             3.68             24,000             2.22

             2.75                   1,500             2.75             4.00              1,500             2.75
         -----------              -------                                              -------

         $0.50-$2.75              320,000            $1.04             6.53            174,250            $1.23
         ===========              =======                                              =======
</TABLE>

<TABLE>
<CAPTION>
                                               Number of          Weighted-average
                                               Options             exercise price
                                               ---------          ----------------
<S>                                            <C>                <C>
         Balance at December 2000               277,000               $   1.34
              Granted                            59,000                   0.63
              Forfeited                         (33,000)                  1.46
                                                -------               --------

         Balance at December 2001               303,000                   1.19
              Granted                            55,000                   0.58
              Forfeited                         (38,000)                  1.20
                                                -------               --------

         Balance at December 2002               320,000               $   1.04
                                                =======               ========
</TABLE>


                                      F-15
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9)   Stock Options, (continued)

            At December 31, 2002 and 2001, the number of options exercisable
      under the Plan was 174,250 and 136,750, respectively, and the
      weighted-average exercise price of these options was $1.23 and $1.35,
      respectively.

(10)  401(k) Plan

            In January 1996, the Company adopted a 401(k) Plan (the "401(k)
      Plan") under which all employees of the Company who have completed three
      months of service are eligible to participate. Participants may elect to
      defer the receipt of up to 15% of their annual compensation (up to a
      maximum dollar amount established in accordance with Section 401(k) of the
      Internal Revenue Code) and have such deferred amounts contributed to the
      401(k) Plan. The Company may, in its discretion, make matching
      contributions to the extent it deems appropriate. The Board of Directors
      elected to match the 2002 and 2001 contributions by 100%. Such
      contributions amounted to $43,690 and $48,142 for the years ended December
      31, 2002 and 2001, respectively.

(11)  Commitments and Contingencies

      Lease Commitments

            At December 31, 2002 the Company had commitments under
      non-cancelable operating lease agreements for the rental of office and
      tower space. Future minimum rental payments due under the leases are:

<TABLE>
<S>                                  <C>
                      2003        $   448,504
                      2004            348,925
                      2005            300,292
                      2006             61,267
                      2007             41,487
                                  -----------

                                  $ 1,200,475
                                  ===========
</TABLE>

            During the year ended December 31, 2002 the Company incurred
      $178,457 in office rental expense and $1,315,870 in tower rental expense.
      During the year ended December 31, 2001 the Company incurred $219,082 in
      office rental expense and $1,623,112 in tower rental expense.

      Legal Proceedings

            From time to time, the Company is involved in discussions relating
      to various claims arising in the ordinary course of business. Management
      has reviewed these claims with legal counsel and believes that these
      actions are without merit or that the ultimate liability, if any,
      resulting from them will not materially affect the Company's financial
      position.

(12)  Segment Reporting

            The Company has two geographic reportable segments: the domestic
      (U.S.) segment and the international segment, which consists primarily of
      start-up operations in Vietnam. The accounting policies of the segments
      are the same as described in the summary of significant accounting
      policies. All intercompany transactions between segments have been
      eliminated. The Company's international operations prior to 2002 had been
      minimal with no revenues.

            The Company acquired the SkyLink(TM) product line to enhance its
      sale of Wireless Local Loop products in 2002. This product is designed to
      provide wireless telephony, fax and internet service to sparsely populated
      areas with difficult terrains. Revenues for 2002 were $22,000 all of which
      were generated from third parties.

            Segment results for the periods ended December 31, 2002 and 2001 are
      as follows:


                                      F-16
<PAGE>
             CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                 United States         International         Consolidated
                                                 -------------         -------------         ------------
<S>                                              <C>                   <C>                   <C>
         December 31, 2002
             Revenues                             $ 3,871,452            $  21,910            $ 3,893,362
             Pretax income (loss)                    (584,032)            (521,570)            (1,105,602)
             Depreciation /Amortization               645,546               61,122                706,668
         Interest
             Revenue                                   68,926                    6
             Expense                                   (6,850)             (29,340)
                                                  -----------            ---------

             Net                                       62,076              (29,335)                32,741
                                                  ===========            =========            ===========
         Total assets                               4,208,785              523,658              4,732,443

         December 31, 2001
             Revenues                             $10,674,475                   --            $10,674,475
             Pretax income (loss)                   4,299,098             (143,710)             4,155,388
             Depreciation/Amortization              1,051,952                5,444              1,057,396
         Interest
             Revenue                                   70,601                   36
             Expense                                  (44,485)                  --
                                                  -----------            ---------
             Net                                       26,116                   36                 26,152
                                                  ===========            =========            ===========

             Total assets                           7,539,504               78,742              7,618,246
</TABLE>

(13)  Other Asset Acquisition

      A subsidiary of the Company acquired all of the assets and intellectual
property rights for the SkyLink Wireless Local Loop ("WLL") products during the
second quarter of 2002 for its international operations. SkyLink WLL system
provides fixed wireless telephone service for voice, fax and modem applications
and is a cost-effective way to provide telephone service in developing countries
and rural areas that lack adequate fixed wireline infrastructure. The Company
intends, with proper approval, to assemble the SkyLink integrated WLL systems in
Vietnam.

(14)  Subsequent Events

      On January 30, 2003, the Board of Directors renewed authorization for the
Company to purchase up to 300,000 shares of its own common stock representing
approximately 5% of the issued and outstanding shares, plus additional shares in
privately negotiated transactions with shareholders in the United States.


                                      F-17
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                                Incorporated by
NUMBER                          DESCRIPTION                                                       Reference to
------                          -----------                                                       ------------
<S>             <C>                                                             <C>
3.1             Certificate of Incorporation filed                              Exhibit 3.1 to the Registration Statement on
                September 29, 1994.                                             Form 10-SB effective February 13, 1997
                                                                                 (File No. 0-29032)

3.2             Certificate of Amendment to Certificate of                      Exhibit 3.2 to the Registration Statement on
                Incorporation filed January 26, 1996.                           Form 10-SB effective February 13, 1997
                                                                                 (File No. 0-29032)

3.3             Certificate of Amendment to Certificate of                      Exhibit 3.3 to the Registration Statement on
                Incorporation filed April 23, 1996.                             Form 10-SB effective February 13, 1997
                                                                                 (File No. 0-29032)

3.4             By-laws dated September 29, 1994.                               Exhibit 3.4 to the Registration Statement on
                                                                                Form 10-SB effective February 13, 1997
                                                                                 (File No. 0-29032)

3.5             Amended and Restated By-laws, as adopted                        Exhibit 99.2 of the Company's Current Report
                January 23, 2002.                                               on Form 8-K filed February 6, 2002
                                                                                 (File No. 000-29032)

4.1             Specimen Common Stock share certificate.                        Exhibit 4.1 to the Registration Statement on
                                                                                Form 10-SB effective February 13, 1997
                                                                                 (File No. 0-29032)

4.2             Pages from Certificate of Incorporation and                     Exhibit 4.2 to the Registration Statement on
                By-laws defining rights of stockholders -                       Form 10-SB effective February 13, 1997
                included in Exhibits 3.1, 3.2, 3.3 and 3.4.                      (File No. 0-29032)

10.1            Form of Indemnification Agreement between                       Exhibit 10.27 to the Registration Statement on
                officers and director of the Company and                        Form 10-SB effective February 13, 1997
                the Company.                                                     (File No. 0-29032)

10.2            Escrow Agreement dated July 29, 1996                            Exhibit 10.28 to the Registration Statement on
                between Albert F. Richmond, David A.                            Form 10-SB effective February 13, 1997
                Terman, Equity Transfer Services, Inc. and                       (File No. 0-29032)
                the Company.

10.3             Lease Agreement dated January 1, 2000,                         Exhibit 10.30 to the 10-KSB filed March 30, 2000
                between Woodlands office Equities 95                             (File No. 001-12565)
                Limited and the Company.

10.4*           Lease Amendment dated December 5, 2002
                between Woodstead-Grogan Operating
                Associates, L.P. and the Company

10.5*           Master Antenna Site Lease No. 130 dated
                February 1, 1999 between Pinnacle Towers,
                Inc. and the Company (Confidential)

24.1            Power of Attorney (included on signature
                page)

99.1*           Certification Pursuant to Section 906 of
                the Sarbanes Oxley Act of 2002.
</TABLE>