SECURITIESTable ANDof EXCHANGE COMMISSION Contents

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

~~Pursuant~~CURRENT ~~to Section 13 or 15(d) of the Securities and Exchange Act of 1934~~REPORT

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported) January 2, 2001~~ Exchange Act of 1934

~~o2wireless~~Date ~~Solutions~~of Report (Date of earliest event reported) June 5, ~~Inc.~~ 2002

~~(Exact~~o2wireless ~~name~~Solutions, ~~of registrant as specified in its charter)~~Inc.

Georgia		0-31295		58-2467466
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

440 Interstate Parkway North, Atlanta, Georgia	30339
Georgia	0-31295	58-2467466
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Registrant’s telephone number, including area code (770) 763-5620


440 Interstate North Parkway, Atlanta, Georgia		30339

(Address of principal executive offices)		(Zip Code)

~~Not~~Registrant’s ~~applicable~~ telephone number, including area code (770) 763-5620

~~(Former~~Not ~~name or former address, if changed since last report)~~applicable

~~Item~~(Former 2.name ~~Acquisition~~ or ~~Disposition~~former ofaddress, ~~Assets.~~if changed since last report)

OnTABLE ~~January 2,~~OF 2001, o2wireless Solutions, Inc., a Georgia corporation (the “Company”), completed the purchase of all of the outstanding capital stock (the “Shares”) of Young & Associates, Inc. (“Young & Associates”), a Nevada corporation, from Jeffrey D. Young (“Young”), pursuant to a Stock Purchase Agreement by and among the Company, o2wireless, Inc., a wholly owned subsidiary of the Company, and Young (the “Agreement”). The total purchase price for the Shares was approximately $12 million, which was negotiated by the parties at arms-length. Pursuant to the Agreement, the Company paid Young $9,590,750 for the Young & Associates Shares in cash at closing, issued 303,282 shares of the Company’s common stock to Young and will assume all assets and liabilities of Young & Associates. The Company paid the purchase price by utilizing its existing line of credit with Wachovia Bank, N.A. and First Union National Bank. CONTENTS

The description of the terms of the Agreement are qualified in their entirety by reference to the Agreement which is attached hereto as Exhibit 2.1.


	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-2.1 Agreement and Plan of Merger
EX-10.1 Working Capital Loan Agreement
EX-10.2 Management Consulting Agreement
EX-99.1 Press Release

YoungTable & Associates, Inc., based in San Diego, California, was founded by Jeffrey D. Young in 1995. Young & Associates is an independent provider of site development and consulting services to the wireless telecommunications industry. Young & Associates offers a full-range of site development services to the telecommunications and data industry, which include enhanced specialized mobile radio cellular, personal communications services and other wireless telecommunications. Contents

Item 75. ~~Financial~~ Other ~~Statements and Exhibits~~Events.

~~(a)~~ On ~~Financial~~June 6, ~~Statements~~2002, ofo2wireless ~~Businesses~~Solutions, ~~Acquired~~Inc. At(“o2wireless”) ~~the~~announced ~~present time,~~ that it ishad ~~impractical~~entered tointo ~~provide~~an ~~the~~Agreement ~~required~~and ~~financial~~Plan ~~statements~~of ~~for~~Merger ~~Young~~(the &“Merger ~~Associates~~Agreement”), dated as ~~required by this Item 7~~ of ~~Form~~June 5, ~~8-K.~~2002, ~~The~~with ~~Company~~Baran ~~will file required financial statements under cover of Forms 8-K/A as soon as practicable~~Group, ~~but no later than March 18~~Ltd., ~~2001~~a ~~(60~~diversified ~~days~~engineering services ~~after~~and ~~this~~construction ~~Report~~firm isbased ~~required~~in toOmer, beIsrael ~~filed).~~ (b“Baran”) ~~Pro forma Financial Information. At the present time~~, itpursuant ~~is impractical~~ to which ~~provide~~Baran ~~the~~will ~~pro~~acquire ~~forma~~o2wireless ~~information~~through ~~relative to~~ the ~~acquisition~~merger of ~~Young~~o2wireless &with ~~Associates~~and into asa ~~required~~wholly byowned ~~Article 11 of Regulation~~ U.S–X. ~~and~~subsidiary ~~this Item 7~~ of ~~Form 8-K~~Baran. ~~The~~Under ~~Company~~the ~~will~~terms ~~file~~of ~~such~~the ~~required~~Merger Agreement, ~~financial~~at ~~statements~~the ~~under~~effective ~~cover~~time of ~~Form~~the ~~8-K/A as soon as practicable~~merger, ~~but~~each ~~not~~outstanding ~~later~~share ~~than~~of o2wireless ~~March~~common ~~18,~~stock ~~2001~~will ~~(60~~be ~~days~~converted ~~after~~into ~~this~~the ~~Report~~right ~~is required~~ to bereceive ~~filed)~~0.032135 ordinary ~~(c)~~shares ~~Exhibits:~~of Baran.

~~2.1~~ Consummation —of ~~Stock~~the ~~Purchase~~merger ~~Agreement,~~is ~~dated~~subject ~~January~~to 2various conditions, ~~2001~~including: (i) approval of the Merger Agreement by ~~and~~the ~~among~~shareholders of o2wireless; ~~Solutions,~~(ii) the ~~Inc.,~~filing ~~o2wireless~~of a Registration Statement on Form F-4 and the declaration of effectiveness of the Registration Statement by the Securities and Exchange Commission; (iii) approval for quotation on the Nasdaq National Market of the ordinary shares of Baran; (iv) registration of Baran’s ordinary shares under the Securities Exchange Act of 1934, ~~Inc.~~as amended; (v) the receipt of an opinion of counsel as to the tax-free nature of certain aspects of the merger; (vi) registration of the ordinary shares issued in the merger on the Tel Aviv Stock Exchange; and ~~Jeffrey~~(vii) satisfaction of D.certain ~~Young~~other conditions.

~~-2-~~ In connection with the Merger Agreement, Baran has provided an initial advance of $5 million pursuant to a Working Capital Loan Agreement (the “Loan Agreement”). Certain significant shareholders of o2wireless have granted irrevocable proxies to vote their shares of o2wireless common stock in favor of the merger. In addition, Baran will provide management services to o2wireless pending the closing of the merger under a Management Consulting Agreement.

~~SIGNATURES~~ The preceding description of certain terms of the Merger Agreement, the Loan Agreement and the Management Consulting Agreement is qualified in its entirety by reference to the Merger Agreement, the Loan Agreement and the Management Consulting Agreement, each of which is included as an exhibit to this report and incorporated into this Item 5 by reference.

~~Pursuant~~ The topress ~~the~~release issued ~~requirements~~by ofo2wireless announcing the ~~Securities~~merger ~~Exchange~~is ~~Act~~also ~~of 1934, the~~included ~~Registrant~~as ~~has~~an ~~duly~~exhibit ~~caused~~to this ~~Report~~report toand beis ~~signed~~incorporated oninto ~~its~~this ~~behalf~~Item 5 by ~~the undersigned hereunto duly authorized~~reference.

		O2WIRELESS SOLUTIONS, INC.
	By:	/s/ William J. Loughman
		William J. Loughman Executive Vice President, Chief Financial Officer, Secretary and Treasurer
Dated: January 17, 2001

The Merger is expected to be consummated on or before November 15, 2002.

-3- Table of Contents

~~EXHIBIT~~Item 7. Financial ~~INDEX~~Statements and Exhibits.

Exhibit No.		Description of Exhibit
2.1		Stock Purchase Agreement, dated January 2, 2001 by and among o2wireless Solutions, Inc., o2wireless, Inc., and Jeffrey D. Young*

* Pursuant The tofollowing ~~Item~~exhibits ~~601(b)(2)~~are ~~of Regulation~~filed ~~S-K,~~with ~~the~~this ~~Company agrees to furnish supplementally a copy of~~report: ~~any omitted schedule or exhibit to the Securities and Exchange~~ ~~Commission upon request.~~

-4-


*2.1		Agreement and Plan of Merger, dated as of June 5, 2002, by and among Baran Group, Ltd., Baran Acquisition Sub, Inc. and o2wireless Solutions, Inc.

*10.1		Working Capital Loan Agreement, dated as of June 5, 2002, by and among Baran Acquisition Sub, Inc., as lender, o2wireless Solutions, Inc., as borrower, and certain subsidiaries of o2wireless Solutions, Inc. as affiliate guarantors.

10.2		Management Consulting Agreement dated June 5, 2002, by and among o2wireless Solutions, Inc., Baran Group, Ltd. and Baran Acquisition Sub, Inc.

99.1		Press Release issued by o2wireless on June 6, 2002.

The exhibits to the Agreement and Plan of Merger and the Working Capital Loan Agreement are omitted from this filing. o2wireless agrees to supplementally furnish to the Commission upon request a copy of any such exhibit.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


		O2WIRELESS SOLUTIONS, INC.

	By:	/s/ Andrew D. Roscoe

		Andrew D. Roscoe President and Chief Executive Officer
Dated: June 10, 2002

EXHIBIT INDEX


Exhibit
Number		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of June 5, 2002, by and among Baran Group, Ltd., Baran Acquisition Sub, Inc. and o2wireless Solutions, Inc.

10.1		Working Capital Loan Agreement, dated as of June 5, 2002, by and among Baran Acquisition Sub, Inc., o2wireless Solutions, Inc. and certain subsidiaries of o2wireless Solutions, Inc.

10.2		Management Consulting Agreement dated June 5, 2002, by and among o2wireless Solutions, Inc., Baran Group, Ltd. and Baran Acquisition Sub, Inc.

99.1		Press Release issued by o2wireless on June 6, 2002.

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