SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) ~~June 5~~ August 28, 2002

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

(Exact name of registrant as specified in its charter)


Georgia	0-31295	58-2467466

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

440 Interstate North Parkway, Atlanta, Georgia	30339
2355 Industrial Park Boulevard, Cumming, Georgia		30041
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)

Registrant’s telephone number, including area code (~~770~~678) ~~763~~513-~~5620~~1501

~~Not~~440 ~~applicable~~ Interstate North Parkway, Atlanta, Georgia 30339 (Former name or former address, if changed since last report)

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	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


SIGNATURES
EXHIBIT INDEX
EX-2.1.1 - AMENDMENT TO AGMT & PLAN OF MERGER
EX-99.1 - PRESS RELEASE DATED 8/28/2002

Item 5. Other Events.

On ~~June~~August 628, 2002, o2wireless Solutions, Inc. (“o2wireless”) announced ~~that~~ that it had entered into an amendment (the “Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), ~~dated~~ aspreviously ofentered ~~June 5,~~into ~~2002,~~ with Baran Group, Ltd., a diversified engineering services and construction firm based in Tel ~~Omer~~Aviv, Israel (“Baran”),. ~~pursuant~~Pursuant to ~~which~~ ~~Baran~~the ~~will~~Amendment, ~~acquire~~each ~~o2wireless~~share ~~through the merger~~ of o2wireless ~~with~~common ~~and into~~stock awill ~~wholly~~now ~~owned~~be Uexchanged for 0.S.014919 ~~subsidiary~~ordinary ofshares of Baran. ~~Under~~All ~~the~~other terms of the Merger Agreement, atremain ~~the~~in ~~effective time of the merger, each outstanding share of o2wireless common stock will be converted into the right to receive 0~~effect.~~032135~~ ~~ordinary shares of Baran.~~

~~Consummation~~The ofpreceding ~~the~~description ~~merger is subject to various conditions, including: (i) approval~~ of ~~the~~certain ~~Merger~~terms ~~Agreement by the shareholders~~ of ~~o2wireless; (ii)~~ the ~~filing~~Amendment ofis ~~a Registration Statement on Form F-4 and the declaration of~~qualified ~~effectiveness~~in ofits ~~the~~entirety ~~Registration Statement~~ by ~~the~~reference ~~Securities~~to ~~and Exchange Commission; (iii) approval for quotation on~~ the ~~Nasdaq~~Amendment ~~National Market~~which ofis ~~the~~included ~~ordinary shares of Baran; (iv) registration of Baran’s ordinary shares under the Securities Exchange Act of 1934,~~ as ~~amended; (v) the receipt of~~ an ~~opinion of counsel as~~exhibit to ~~the~~this ~~tax-free~~report ~~nature~~and ofincorporated ~~certain~~into ~~aspects~~this ~~of the merger; (vi) registration of the ordinary shares issued in the merger on the Tel Aviv Stock Exchange; and (vii)~~Item ~~satisfaction of~~5 ~~certain~~by ~~other conditions~~reference.

InThe ~~connection~~press ~~with~~release ~~the~~issued ~~Merger~~by ~~Agreement, Baran~~o2wireless ~~has~~announcing ~~provided an initial advance of $5 million pursuant to a Working Capital Loan Agreement (~~the ~~“Loan~~execution ~~Agreement”). Certain significant shareholders~~ of ~~o2wireless have granted irrevocable proxies to vote their shares of o2wireless common stock in favor of~~ the ~~merger.~~ InAmendment ~~addition,~~is ~~Baran~~included ~~will provide~~as ~~management~~an ~~services~~exhibit to ~~o2wireless~~this ~~pending~~report ~~the~~and ~~closing~~is ofincorporated ~~the merger~~into ~~under~~this aItem 5 ~~Management~~by ~~Consulting Agreement~~reference.

The ~~preceding~~parties ~~description~~still ofexpect ~~certain terms of~~ the ~~Merger~~merger ~~Agreement, the Loan Agreement and the Management Consulting Agreement is qualified in its entirety by reference~~ to ~~the~~close ~~Merger~~on ~~Agreement,~~or ~~the~~before ~~Loan Agreement and the Management Consulting Agreement~~November 15, ~~each of which is included as an exhibit to~~ ~~this report and incorporated into this Item 5 by reference~~2002.

The press release issued by o2wireless announcing the merger is also included as an exhibit to this report and is incorporated into this Item 5 by reference.

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

Item 7. Financial Statements and Exhibits.

The following exhibits are filed with this report:

*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.
2.1.1		Amendment, dated as of August 28, 2002, to the Agreement and Plan of Merger 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.
99.1		Press Release issued by o2wireless on August 28, 2002.
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


		O2WIRELESS SOLUTIONS, INC.



		By: /s/ Andrew D. Roscoe Andrew D. Roscoe Chairman and Co-Chief Executive Officer



Dated: September 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.
2.1.1		Amendment, dated as of August 28, 2002, to the Agreement and Plan of Merger 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.
99.1		Press Release issued by o2wireless on August 28, 2002.
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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