<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
    1934

For the quarterly period ended March 31, 2001.

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from                    to
                               ------------------    -------------------

Commission file number      000-22251
                       --------------------------------------------------------

                       BOBBY ALLISON WIRELESS CORPORATION
  ----------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

        Florida                                      65-0674664
-------------------------------------------------------------------------------
(State or Other Jurisdiction of             (IRS Employer Identification No.)
Incorporation or Organization)

               1200 Starkey Road, Suite 105, Largo, Florida 33771
-------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (727) 584-7902
-------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

              2055 Lake Avenue, S.E., Suite A, Largo, Florida 33771
-------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes [X]              No   [  ]

         Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

Yes [ ]              No   [X]

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 480,000 of Common Stock,
par value $0.01 per share, as of May 7, 2001.

                                        1

<PAGE>   2

                BOBBY ALLISON WIRELESS CORPORATION AND SUBSIDIARY

                                      INDEX


<TABLE>
<CAPTION>
                                                                                  PAGE
                                                                                  -----
<S>                                                                               <C>
PART I: FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

Consolidated balance sheets -
March 31, 2001 and December 31, 2001                                                3

Consolidated statements of operations-
three months ended March 31, 2001 and March 31, 2000                                5

Consolidated statements of cash flows-
three months ended March 31, 2001 and March 31, 2000                                6

Notes to consolidated financial statements                                          7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.                 9



PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.                                                        13

ITEM 2.  CHANGES IN SECURITIES.                                                    13

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.                                          13

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                      13

ITEM 5.  OTHER INFORMATION.                                                        13

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.                                         14
</TABLE>


                                       2
<PAGE>   3
PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

              BOBBY ALLISON WIRELESS CORPORATION AND SUBSIDIARY
                      CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                        March 31, 2001          December 31, 2000
                                                                                        --------------          -----------------
                                                                                         (unaudited)
<S>                                                                                      <C>                        <C>
ASSETS

CURRENT:
   Cash                                                                            $   382,982                $   470,280
   Accounts receivable, less allowance for doubtful accounts of
     $299,334 and $662,998                                                           5,774,370                  4,729,036
   Related party receivable                                                                 --                     36,989
   Prepaid expenses                                                                     10,853                     23,388
   Inventories                                                                       3,052,507                  3,268,070
   Deferred tax asset                                                                  108,000                    108,000
                                                                                   -----------                -----------

   TOTAL CURRENT ASSETS                                                              9,328,712                  8,635,763
                                                                                   -----------                -----------

   LEASEHOLD IMPROVEMENTS AND EQUIPMENT, AT COST:                                    6,374,027                  5,308,902
   Less accumulated depreciation                                                     1,977,006                  1,584,281
                                                                                   -----------                -----------

   NET LEASEHOLD IMPROVEMENTS AND EQUIPMENT                                          4,397,021                  3,724,621
                                                                                   -----------                -----------

   OTHER ASSETS:
   Goodwill and other intangible assets, net of accumulated
     amortization of $81,289 and $74,289                                               267,580                    276,338
   Deferred tax asset                                                                  148,000                    148,000
   Deposits                                                                            109,965                     73,444
                                                                                   -----------                -----------

   TOTAL OTHER ASSETS                                                                  525,545                    497,782
                                                                                   -----------                -----------

                                                                                   $14,251,278                $12,858,166
                                                                                   ===========                ===========
</TABLE>

     See accompanying notes to consolidated financial statements.


                                       3
<PAGE>   4
                BOBBY ALLISON WIRELESS CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                                March 31, 2001         December 31, 2000
                                                                                 (unaudited)
<S>                                                                              <C>                   <C>
CURRENT LIABILITIES
Accounts payable                                                                 $ 6,625,715               $ 4,923,530
Accrued expenses                                                                     741,005                 1,157,034
Accrued income tax                                                                   655,514                   579,500
Deferred income                                                                       56,033                    59,604
Current maturities of long-term debt                                               2,662,654                 2,561,758
Current maturities of related party long-term debt                                    87,306                   126,317
                                                                                 -----------               -----------

TOTAL CURRENT LIABILITIES                                                         10,828,227                 9,407,743
                                                                                 -----------               -----------

LONG-TERM LIABILITIES
Long-term debt, less current maturities                                              288,950                   413,080
Long-term related party debt, less current maturities                                     --                        --
                                                                                 -----------               -----------

TOTAL LIABILITIES                                                                 11,157,177                 9,820,823
                                                                                 -----------               -----------

PREFERRED STOCK:
Series A convertible preferred stock, $1.00 par, shares authorized
  20; outstanding 15                                                                 375,000                   375,000
Series B convertible preferred stock, $1.00 par, shares authorized
  50; outstanding 50                                                               1,250,000                 1,250,000
                                                                                 -----------               -----------

TOTAL PREFERRED STOCK                                                              1,625,000                 1,625,000
                                                                                 -----------               -----------

STOCKHOLDERS' EQUITY:
Common stock, $0.01 par; shares authorized 25 million;
  outstanding 480,000                                                                  4,800                     4,800
Series C convertible preferred stock, $1.00 par, shares authorized
  250; outstanding 44                                                              1,100,000                 1,100,000
Additional paid-in capital                                                           258,115                   258,115
Retained earnings                                                                    146,186                    49,428
                                                                                 -----------               -----------

TOTAL STOCKHOLDERS' EQUITY                                                         1,509,101                 1,412,343
                                                                                 -----------               -----------

                                                                                 $14,251,278               $12,858,166
                                                                                 ===========               ===========
</TABLE>

        See accompanying notes to consolidated financial statements.


                                       4
<PAGE>   5
                BOBBY ALLISON WIRELESS CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                    THREE MONTHS ENDED
                                                          March 31, 2001              March 31, 2000

<S>                                                        <C>                         <C>
REVENUES
Product sales                                              $  4,246,189                $ 3,890,641
Activation commissions                                        5,763,516                  2,117,259
Pager services                                                  201,961                    398,058
                                                           ------------                -----------

Total revenues                                               10,211,666                  6,405,958
                                                           ------------                -----------

COST OF SALES                                                 3,696,315                  2,344,451
                                                           ------------                -----------

Gross profit                                                  6,515,351                  4,061,507
                                                           ------------                -----------

OPERATING EXPENSES:
Selling, general and administrative expenses                  5,689,023                  3,493,616
Depreciation and amortization                                   402,233                    242,338
                                                           ------------                -----------

Total operating expenses                                      6,091,256                  3,735,954
                                                           ------------                -----------

Operating income                                                424,095                    325,553

OTHER INCOME (EXPENSE):
Interest expense                                               (201,977)                   (76,783)
Interest income                                                     294                      3,290
                                                           ------------                -----------

Total other income (expense)                                   (201,683)                   (73,493)
                                                           ------------                -----------

INCOME BEFORE TAXES ON INCOME                                   222,412                    252,060
INCOME TAX EXPENSE                                              (76,014)                  (100,824)
                                                           ------------                -----------

NET INCOME                                                      146,398                    151,236
PREFERRED STOCK DIVIDENDS                                       (49,640)                   (43,508)
                                                           ------------                -----------

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS                $     96,758                $   107,728
                                                           ============                ===========

EARNINGS PER COMMON SHARE:
Basic                                                      $       0.20                $      0.22
                                                           ============                ===========
Diluted                                                    $       0.16                $      0.17
                                                           ============                ===========

WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic                                                           480,000                    480,000
                                                           ============                ===========
Diluted                                                         926,790                    871,790
                                                           ============                ===========
</TABLE>

             See accompanying notes to consolidated financial statements.


                                       5
<PAGE>   6

               BOBBY ALLISON WIRELESS CORPORATION AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                        Three Months Ended
                                                                                              March 31, 2001        March 31, 2000

<S>                                                                                          <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net income                                                                          $   146,398                $ 151,236
         Adjustments to reconcile net income to net cash provided by
           (used for) operating activities:
           Depreciation and amortization                                                         402,233                  242,338
           Debt discount amortization to interest expense                                         35,167                   23,310
           Cash provided by (used for):
             Accounts receivable                                                              (1,008,345)                (611,832)
             Prepaid expenses                                                                     12,535                   (4,691)
             Inventories                                                                         215,563                  529,546
             Accounts payable                                                                  1,702,185                 (878,136)
             Deferred revenue                                                                     (3,571)                  16,528
             Accrued expenses                                                                   (328,217)                 170,167
                                                                                             -----------                ---------

         Net cash provided by (used for) operating activities                                  1,173,948                 (361,534)
                                                                                             -----------                ---------

CASH FLOWS FROM INVESTING ACTIVITIES
         Purchase of leasehold improvements and equipment                                     (1,065,875)                (632,695)
         Increase in deposits                                                                    (36,521)                 (16,756)
                                                                                             -----------                ---------

Net cash used for investing activities                                                        (1,102,396)                (649,451)
                                                                                             -----------                ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Payments in long-term debt                                                              (97,412)                 (70,625)
         Payments of preferred stock dividends                                                   (61,438)                 (18,259)
         Proceeds from line of credit                                                                 --                  500,000
                                                                                             -----------                ---------


Net cash provided by financing activities                                                       (158,850)                 411,116
                                                                                             -----------                ---------

NET INCREASE (DECREASE) IN CASH:                                                                 (87,298)                (599,869)
CASH, beginning of period                                                                        470,280                  624,869
                                                                                             -----------                ---------

CASH, end of period                                                                          $   382,982                $  25,000
                                                                                             ===========                =========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                                                                     $    77,177                $  53,473
                                                                                             ===========                =========
</TABLE>

           See accompanying notes to consolidated financial statements.


                                       6


<PAGE>   7


                BOBBY ALLISON WIRELESS CORPORATION AND SUBSIDIARY

                  (Notes to Consolidated Financial Statements)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

         BASIS OF PRESENTATION


         The unaudited consolidated financial statements have been prepared in
conformity with instructions to Form 10-QSB and therefore do not include all the
information and footnotes required by generally accepted accounting principals
for complete financial statements. Certain items included in these statements
are based upon management estimates. In the opinion of management, the
accompanying financial statements contain all adjustments (consisting of normal
recurring adjustments) necessary for fair presentation. The results of
operations for the three months ended March 31, 2001 and March 31, 2000 are not
necessarily indicative of the operating results expected for the fiscal year
ending December 31, 2001. These financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000. See Note 1 to those financial statements for a discussion of
the recapitalization and merger with Bobby Allison Cellular Systems of Florida,
Inc.

         PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of Bobby
Allison Wireless Corporation and its wholly-owned subsidiary (the "Company").
All significant intercompany accounts and transactions have been eliminated in
consolidation.

         NET INCOME (LOSS) PER COMMON SHARE

                           Diluted EPS includes the effect of potentially
                           dilutive securities.

                           The following table sets forth the computation of
                           diluted earnings per common share for the years ended
                           March 31:


<TABLE>
<CAPTION>

                                                                                              2001       2000
                                        ------------------------------------------------------------------------
                                        <S>                                                <C>         <C>
                                        Income available to common stockholders            $  96,758   $ 107,728
                                        Preferred stock dividends                             49,640      43,508
                                        ------------------------------------------------------------------------

                                        Income available to common stockholders
                                          assuming conversion of options and preferred
                                          stock                                            $ 146,398   $ 151,236
                                        ------------------------------------------------------------------------

                                        Denominator for basic earnings per common share
                                          - weighted-average shares                          480,000     480,000
                                        Effects of dilutive securities - options and
                                          preferred stock                                    446,790     391,790
                                        ------------------------------------------------------------------------

                                        Adjusted weighted-average shares (denominator)       926,790     871,790
                                        ------------------------------------------------------------------------

                                        Diluted earnings per common share                  $    0.16   $    0.17
                                        ------------------------------------------------------------------------
</TABLE>

         LIQUIDITY

         THE COMPANY'S FINANCIAL STATEMENTS INCLUDED IN PART 1 HAVE BEEN
PREPARED ASSUMING THAT THE COMPANY WILL CONTINUE AS A GOING CONCERN. THE COMPANY
IS ATTEMPTING REFINANCE ITS BANK DEBT AND TO OBTAIN ADDITIONAL WORKING CAPITAL
THROUGH OTHER SOURCES TO FUND ITS GROWTH IN NEW STORES. On November 19, 1999,
the Company secured a revolving loan from Colonial Bank through which the
Company was able to borrow $1 million. This line and borrowing was increased to
$1,500,000 on February 23, 2000 and again to $1,900,000 on May 25, 2000. The
note originally matured on January 31, 2001, was extended to March 31, 2001 and
again to May 1, 2001. On April 18, 2001, Colonial Bank's credit committee
approved an extension of the loan until May 2002. The Company is currently
negotiating the terms of the extension with the Colonial Bank. Among the terms
of the extension will be a requirement to amortize the loan at a rate of $75,000
per month until maturity. THE COMPANY EXPECTS TO COMPLETE LOAN NEGOTIATIONS AND
CLOSE ON THIS LOAN EXTENSION BY MAY 17, 2001, THE EXPIRATION DATE OF THE LOAN
COMMITMENT LETTER. THE COMPANY'S INABILITY TO CLOSE ON THIS LOAN WOULD RESULT IN
THE LOAN BECOMING PAYABLE UPON DEMAND. THIS DEBT IS RECORDED AS A CURRENT
LIABILITY ON THE COMPANY'S MARCH 31, 2001 BALANCE SHEET AND, AS A RESULT, THE
COMPANY HAD A DEFICIT IN WORKING CAPITAL OF APPROXIMATELY $1.4 MILLION AND DOES
NOT HAVE SUFFICIENT WORKING CAPITAL TO SATISFY THIS OBLIGATION IF IT BECOME DUE
UPON DEMAND. THESE FINANCIAL CONSIDERATIONS RAISE SUBSTANTIAL DOUBT ABOUT THE
COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN. THE COMPANY'S FINANCIAL
STATEMENTS INCLUDED IN PART 1 DO NOT INCLUDE ANY ADJUSTMENTS THAT MIGHT RESULT
FROM THE OUTCOME OF THESE UNCERTAINTIES. IN THE EVENT THAT EITHER THE COMPANY'S
GUARANTORS ARE REQUIRED TO MAKE PAYMENTS AGAINST THE GUARANTEES, THE GUARANTORS
WILL HAVE THE RIGHT TO CONVERT SUCH PAYMENTS INTO COMMON STOCK PURSUANT TO
CONTINGENT OPTIONS OUTSTANDING. COMMON SHAREHOLDERS WILL SUFFER SUBSTANTIAL
DILUTION PURSUANT TO THE TERMS OF THE CONTINGENT OPTIONS RELATED THERETO. THE
GUARANTORS OF $1.0 MILLION OF THE COLONIAL BANK DEBT HAVE AGREED TO STANDSTILL
ON SEEKING COLLECTION OF ANY GUARANTY PAYMENTS FROM THE COMPANY UNTIL MAY 1,
2002 BUT SUCH AGREEMENT DOES NOT AFFECT THE GUARANTOR'S CONTINGENT OPTION
RIGHTS.

         On November 29, 2000, the Company secured a 90-day loan from The Bank
of Birmingham ("The Bank") in the amount of $500,000. This loan was extended to
March 31, 2001 and then to May 4, 2001. The short-term extensions were designed
to accommodate extra time necessary to complete the Company's audit. The loan
from The Bank was paid at maturity.


                                       7
<PAGE>   8

         STORE PROPERTY AND DEVELOPMENT COSTS

         Costs incurred related to site development and managing store build-out
are capitalized and amortized over a period of twelve months starting with the
month the store opens.

         RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board issued SFAS 122,
"Accounting for Derivative Instruments and Hedging Activities" (SFAS 133). SFAS
133 requires companies to recognize all derivatives contracts as either assets
or liabilities in the balance sheet and to measure them at fair value. If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognized income in the period of change.
Historically, the Company has not entered into derivatives contracts either to
hedge existing risks or for speculative purposes. Accordingly, the Company's
adoption of the new standard on January 1, 2001 had no affect on its financial
statements.

         In March 2000, the Financial Accounting Standards Board issued
Interpretation No. 44 ("FIN 44"), Accounting for Certain Transaction Involving
Stock Compensation, an interpretation of APB Opinion No. 25. FIN 44 clarifies
the application of Opinion No. 25 for (a) the definition of employee for
purposes of applying Opinion No. 25, (b) the criteria for determining whether a
plan qualifies as a noncompensatory plan, (c) the accounting consequences of
various modifications to the previously fixed stock option or award, and (d) the
accounting for an exchange of stock compensation awards in a business
combination. FIN 44 is effective July 2, 2000, but certain conclusions cover
specific events that occur after either December 15, 1998 or January 12, 2000.
The impact of FIN 44 did not have a material effect on the Company's financial
position or results of operations.

         During the fourth quarter of 1999, the Securities and Exchange Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." The provisions of SAB No. 101 are required to be adopted no later
than the fourth quarter of the fiscal year beginning after December 15, 1999.
Management believes that SAB No. 101 does not materially alter the Company's
revenue recognition methods.

         DEFERRED INCOME

         During 1998, the Company negotiated an agreement with a supplier
whereby the supplier agreed to forgive a note payable with an outstanding
balance of $262,022. Under the terms of the agreement, the forgiveness is
cancelable if certain events occur, including the termination of a related
agreement with cause. The Company deferred the recognition of debt forgiveness
income until the risk of repayment no longer existed and recognized 50% of the
deferred income on November 30, 1999 and recognized the balance on November 30,
2000. The agreement also provided for $200,000 of supplier marketing development
funds received in January 1999 to be deferred over two years and recognized
using the same percentages. Deferred income also includes billed but unearned
pager service revenue.

         CONTINGENCIES

         The Company is currently involved in a lawsuit against Powertel. On or
about September 14, 2000, the Company filed a complaint in the Circuit Court of
Pinellas County, Florida, seeking the reformation of certain terms of the
Personal Communications Service (PCS) Distributor Agreement between the Company
and Powertel. The Company contends that the agreement does not accurately
reflect the compensation terms which were discussed prior to the execution of
the agreement. During the pendancy of the suit, Powertel has not paid certain
monies due the Company and the Company has not paid certain monies due Powertel.
The Company and Powertel have engaged in substantive settlement discussions and
have agreed to hold the litigation in abeyance pending efforts to consummate a
settlement agreement. The Company believes that a settlement


                                       8
<PAGE>   9
could be reached within the next few months. The Company has recorded $550,000
in activation commission receivables which are in dispute and has reserved for
potential costs in the third quarter of fiscal 2000.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

GENERAL

         The Company, headquartered in Largo, Florida, is an enclosed regional
mall-based specialty retailer of wireless communications products and services
for the individual and small business customer which, as of March 31, 2001, had
101 sales locations including 45 in-line stores, 52 kiosks, and 4 retail
merchandising units or RMU's (like kiosks, but smaller). The Company's products
cover a broad assortment of over 600 stock-keeping units. The Company also
offers a wide range of service plans offered by five service providers, AT&T
Wireless Services, Cingular, Powertel, SunCom and two paging carriers.

         In 1999, the Company expanded its operation beyond the State of Florida
into Georgia, South Carolina, North Carolina, Virginia and Tennessee. In 2000,
the Company has continued to expand in these states and in 2001 entered the
Missouri market. The Company has plans to expand into the States of Alabama
and Maryland and the District of Columbia. The Company's expansion plans are
dependent upon, among other things, obtaining additional capital whether in the
form of debt or equity. The Company has not currently obtained the necessary
financing but is currently seeking such financing. However, there is no
assurance that the Company will be able to obtain the necessary financing, or if
available, that such financing will be on terms acceptable to the Company. As a
result, the Company may be unable to complete its expansion plans or such plans
may be substantially delayed.

SOURCES OF REVENUE

         The Company's revenues are generated principally from three sources in
one business segment:

         Product Retail Sales. Product retail sales involve the sale through the
Company's sales locations and e-commerce web-site of cellular, and pager
wireless products such as phones and pagers and related accessories such as
batteries, chargers, carrying cases and hands-free kits. For the three months
ended March 31, 2001, retail sales represented approximately 42% of the
Company's revenues and 10% of the Company's gross profit. Since the customer
makes payment at the cash register or by credit card on the e-commerce web site,
retail sales do not produce any account receivables. The e-commerce web site was
not launched until January 2000 and its sales to date have been immaterial. At
this time, the Company is unable to determine how much, if any, contribution the
e-commerce web site will have on the Company's financial results.

         Wireless Telephone Activation Income. Wireless telephone activation
income consists of activation commissions when a customer initially subscribes
for such carrier's services as well as other payments to the Company by its
wireless carriers including market development funds. The amount of the
activation commission and market development funds paid by carriers is based
upon various service plans offered by and agreements with each carrier. New
subscription activation commissions are fully refundable if the subscriber
cancels its subscription prior to completion of a minimum period of continuous
active service (generally 90 days). Customers generally sign a service agreement
with the Company that the customer will reimburse the Company for lost
activation commissions in the event of the early cancellation of service. The
Company accrues for estimated deactivation losses, net of cancellation fees, by
creating a reserve against carrier accounts receivable. The reserve is
reflective of the historical cancellation experience.

         The Company renewed its contract with AT&T, historically it's largest
carrier, on December 1, 2000 for a period of two years. Effective March 1, 2001
this agreement became non-exclusive in the Central and South Florida markets. On
August 18, 2000, the Company entered into a nation-wide, non-exclusive agreement
with Cingular for a period of three years. On

                                        9
<PAGE>   10
March 1, 2001, the Company began providing Cingular services in the Central and
South Florida markets. Outside of these markets, the Company has non-exclusive
carrier contracts with one or more of either AT&T Wireless Services, Powertel or
SunCom.

         The Company does not receive any residual commissions or income under
any of its contracts for wireless activations and such residual commissions are
generally uncommon today. However, the Company does currently sell prepaid PCS
service for Powertel, AT&T and Cingular. Prepaid service involves not only the
sale of a telephone and its activation as with regular service but also includes
the sale of a phone card representing a specific allotment of minutes. The
prepaid service is particularly attractive to those persons who have poor credit
and are unable to receive approval for a service contract as well as for parents
purchasing service for their children and wish to control their usage. Once the
prepaid minutes expire, the phone will not operate until the card is renewed or,
if lost, a new card is purchased. The Company receives a commission each time a
prepaid card is renewed or a new card is purchased. As a consequence, although
not a traditional residual commission, prepaid service creates an opportunity
for the Company to have a recurring revenue stream with respect to each prepaid
user. Based on the Company's research of prepaid service, the Company believes
that, on average, each prepaid customer renews or purchases a phone card every 8
days.

         The Company also records income received from carriers related to
market development activities as activation income when all provisions in the
related agreements have been fulfilled and the right to retain amounts received
have vested with the Company. For the three months ended March 31, 2001,
activation income represented approximately 56% of the Company's revenues,
approximately 88% of the Company's gross profits.

         Pager Services. Pager services include activation commissions as well
as residual payments on pagers. Pager residual payments are received for the
pager airtime that the Company buys wholesale from paging carriers and then
resells to individuals and small businesses. The Company sells pager services
for two pager carriers. For the three months ended March 31, 2001, pager
services represented approximately 2% of the Company's revenues and 2% of the
Company's gross profit.

         The cost of wireless products has gradually decreased over time. With
such lower cost, the Company typically has offered lower prices to attract more
subscribers, which has increased its total activation commissions and
contributed to gross profit improvements. Consequently, the Company believes
that, as prices of wireless products decrease, they become more affordable to
consumers thereby expanding the wireless communications market and creating an
opportunity to attract new subscribers and increase activation commissions.


RESULTS OF OPERATIONS

         The following table sets fourth certain selected income statement data
of the Company expressed as a percentage of net sales:

<TABLE>
<CAPTION>

                                                                         For the Three Months
                                                                             Ended March 31,
                                                                      ---------------------------
                                                                       2001                 2000
                                                                      -----                 ----
<S>                                                                   <C>                  <C>
Total Revenue ...................................................     100.0%               100.0%

Cost of Sales ...................................................      36.2%                36.6%

Gross Profit ....................................................      63.8%                63.4%

Selling, General and Administrative Expenses (Excluding .........      55.7%                54.5%
Depreciation)
</TABLE>

                                        10
<PAGE>   11

<TABLE>
<S>                                                                     <C>                  <C>
Depreciation and Amortization ...................................       3.9%                 3.8%

Operating Income ................................................       4.2%                 5.1%

Interest Expense ................................................       2.0%                 1.2%

Income Tax Expense ..............................................       0.8%                 1.6%

Net Income (Loss) ...............................................       1.4%                 2.4%
</TABLE>

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2001 TO THE THREE MONTHS ENDED
MARCH 30, 2000

         Total Revenue. Total revenue was $10,211,666 for the three months ended
March 31, 2001 as compared to $6,405,958 for the three months ended March 31,
2000 or an increase of $3,805,708 or 59%. This increase reflects the increase in
sales location count from 64 to 101 sales locations. Comparable sales location
sales for the three months ended March 31, 2001 increased from $6,233,011 to
$7,427,828 or 19.2% as compared to the three months ended March 31, 2000.
Comparable stores sales include only sales locations owned and operated by the
Company since January 1, 2000. The Company operated 101 stores at March 31,
2001, of which 57 have been owned and operated since January 1, 2000. See
"-Sources of Revenue."

         Gross Profit. Gross profit was $6,515,351 for the three months ended
March 31, 2001 as compared to $4,061,507 for the three months ended March 31,
2000 an increase of $2,453,844 or 60%. This increase largely reflects the
increase in the number of stores operated during the three months ended March
31, 2001. Gross profit as a percentage of net sales increased from 63.4% in the
three months ended March 31, 2000 to 63.8% in the three months ended March 31,
2001.

         Operating Expenses. Selling, general and administrative expense was
$5,689,023 for the three months ended March 31, 2001 as compared to $3,493,616
for the three months ended March 31, 2000 or an increase of $2,195,407 or
approximately 63%, largely as a result of the Company's store expansion.
Corporate headquarter's expenses, included therein, increased due primarily to
increased costs necessitated by the Company's growth and anticipated future
growth including, but not limited to, the opening of a new larger corporate
headquarters, support and training, advertising, marketing, merchandising,
warehousing and distribution.

         Net Interest Expense. Net interest expense was $201,683 for the three
months ended March 31, 2001 as compared to $73,493 for the three months ended
March 31, 2000 or a increase of $128,190 or 174% due to higher average interest
rates during 2001 versus 2000, higher average debt outstanding and the
amortization of costs associated with a warrant issued in November 2000 as
consideration for pledging a CD as collateral for a $500,000 short term loan.
The borrowing outstanding at March 31, 2001 was $3,038,910 as compared to
$2,317,077 at March 31, 2000.

         Net Income/Loss. The Company had net income of $146,398 for the three
months ended March 31, 2001 as compared to net income of $151,236 for the three
months ended March 31, 2000 or a decrease of $4,838, primarily as a result of
increased operating expenses and interest costs as a result of investment
spending for new stores, partially offset by increased sales and gross profits
from the Company's expansion.

LIQUIDITY AND CAPITAL RESOURCES

         The Company had a $1,499,515 working capital deficit at March 31, 2001
compared to a working capital deficit of $771,980 at December 31, 2000. This
decrease in working capital was primarily due to the capital requirements for
new store openings in Fiscal 2001.


                                       11
<PAGE>   12
         Cash and Cash Equivalents

         At March 31, 2001, the Company's cash and cash equivalents aggregated
$382,982, compared to $470,280 at December 31, 2000.

         Operating Activities

         The Company's net cash provided by operating activities for the three
months ended March 31, 2001 was $1,173,948 as compared to net cash used for
operating activities of $379,793 for the three months ended March 31, 2000.

         The Company's net accounts receivable increased $1,008,345 for the
three months ended March 31, 2001 as compared to an increase of $611,832 for the
three months ended March 31,2000. This increase reflected the higher store
counts and higher same store sales for the three months ended March 31, 2001.
Inventories decreased $215,563 for the three months ended March 31, 2001 as
compared to a decrease of $529,546 for the three months ended March 31, 2000.
Increases in inventory due to higher store counts were offset by decreases
inventory carried at the warehouse. Accounts payable increased $1,702,185 for
the three months ended March 31, 2001 as compared to a decrease in accounts
payable of $878,136 for the three months ended March 31, 2000.

         Investing Activities

         The Company's investing activities increased to $1,102,396 for the
three months ended March 31, 2001 as compared to $649,451 for the three months
ended March 31, 2000 and was related to the purchase of equipment and leasehold
improvements required to support new growth.

         Financing Activities

         The Company paid down debt by $62,245 as well paid dividends on its
preferred stock in the amount of $61,438 for the three months ended March 31,
2001.

         The Company's financial statements included in Part 1 have been
prepared assuming that the Company will continue as a going concern. The Company
is attempting refinance its bank debt and to obtain additional working capital
through other sources to fund its growth in new stores. On November 19, 1999,
the Company secured a revolving loan from Colonial Bank through which the
Company was able to borrow $1 million. This line and borrowing was increased to
$1,500,000 on February 23, 2000 and again to $1,900,000 on May 25, 2000. The
note originally matured on January 31, 2001, was extended to March 31, 2001 and
again to May 1, 2001. On April 18, 2001, Colonial Bank's credit committee
approved an extension of the loan until May 2002. The Company is currently
negotiating the terms of the extension with the Colonial Bank. Among the terms
of the extension will be a requirement to amortize part of the loan at a rate of
$75,000 per month until maturity. The Company expects to complete loan
negotiations and close on this loan extension by May 17, 2001, the expiration
date of the loan commitment letter. The Company's inability to close on this
loan would result in the loan becoming payable upon demand. This debt is
recorded as a current liability on the Company's March 31, 2001 balance sheet
and, as a result, the Company had a deficit in working capital of approximately
$1.4 million and does not have sufficient working capital to satisfy this
obligation if it become due upon demand. These financial considerations raise
substantial doubt about the Company's ability to continue as a going concern.
The Company's financial statements included in Part 1 do not include any
adjustments that might result from the outcome of these uncertainties. In the
event that either the Company's guarantors are required to make payments against
the guarantees, the guarantors will have the right to convert such payments into
Common Stock pursuant to contingent options outstanding. Common shareholders
will suffer substantial dilution pursuant to the terms of the contingent options
related thereto. The guarantors of $1.0 million of the Colonial Bank debt have
agreed to standstill on seeking collection of any guaranty payments from the
Company until May 1, 2002 but such agreement does not affect the guarantor's
contingent option rights.

         On November 29, 2000, the Company secured a 90-day loan from The Bank
of Birmingham ("The Bank") in the amount of $500,000. This loan was extended to
March 31, 2001 and then to May 4, 2001. The short-term extensions were designed
to accommodate extra time necessary to complete the Company's audit. The loan
from The Bank was paid at maturity.


         The Company believes it can satisfy its cash demands during the next 12
months out of internally generated cash flow provided the Colonial Bank loan is
extended as expected. However, in order to proceed with the Company's proposed
growth plans, the Company will need to raise substantial additional capital
through the issuance of securities and/or the procurement of additional bank or
other debt. There is no assurance that the Company will be able to find a
purchaser for its securities or, if a purchaser is found, that an adequate price
for the Company's securities can be obtained or that the Company's shareholders
will not be diluted by any such issuance. Furthermore, there is no assurance
that the Company will be able to procure any additional debt financing, or if
available, that such debt will be on terms acceptable to the Company.


                                       12
<PAGE>   13
IMPACT OF INFLATION

         General inflation has had only a minor effect on the operations of the
Company and its internal and external sources for liquidity and working capital.

 SEASONALITY

         The Company historically has experienced and expects to continue to
experience significant seasonal fluctuations in its net sales and net income.
The Company generally experiences its strongest sales during the Spring and
early vacation season and the Christmas holiday season. The Company generally
experiences its weakest sales during late Summer and early Fall.


                                     PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

         (a) The Company is currently involved in a lawsuit against Powertel. On
or about September 14, 2000, the Company filed a complaint in the Circuit Court
of Pinellas County, Florida, seeking the reformation of certain terms of the
Personal Communications Service (PCS) Distributor Agreement between the Company
and Powertel. The Company contends that the agreement does not accurately
reflect the compensation terms which were discussed prior to the execution of
the agreement. During the pendancy of the suit, Powertel has not paid certain
monies due the Company and the Company has not paid certain monies due Powertel.
The Company and Powertel have engaged in substantive settlement discussions and
have agreed to hold the litigation in abeyance pending efforts to consummate a
settlement agreement. The Company believes that a settlement could be reached
within the next few months. The Company has recorded $550,000 in activation
commission receivables which are in dispute and reserved for potential costs
in the third quarter of fiscal 2000.

         (b) The Company knows of no other material pending legal proceedings to
which the Company or its subsidiary is a party on or of which any of their
property is the subject other then routine litigation incidental to the
Company's business.

ITEM 2.  CHANGES IN SECURITIES.

                  Not applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

                  Not applicable

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

                  None

ITEM 5.  OTHER INFORMATION.

                  None


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<PAGE>   14

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

             (1)   Exhibits:

                       None.

             (2)   Reports on Form 8-K:

                       None.
                                   SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized


Date:   May 15, 2001                     BOBBY ALLISON WIRELESS CORPORATION


                                         /s/  William L. McMahon
                                         --------------------------------------
                                         Name:   William L. McMahon
                                         Title:  Chief Financial Officer


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