<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 June 30, 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 [X]            No  [ ]

         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 August 20, 2001.


                                       1
<PAGE>   2

                BOBBY ALLISON WIRELESS CORPORATION AND SUBSIDIARY
                                      INDEX

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

FINANCIAL STATEMENTS.

Consolidated balance sheets-
June 30, 2001 and December 31, 2000                                                                         3

Consolidated statements of operations-
three and six months ended June 30, 2001 and June 30, 2000                                                  5

Consolidated statements of cash flows-
Six  months ended June 30, 2001 and June 30, 2000                                                           6

Notes to consolidated financial statements                                                                  7

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.                                                 11


PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.                                                                                 17

ITEM 2. CHANGES IN SECURITIES.                                                                             17

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.                                                                   17

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                               17

ITEM 5. OTHER INFORMATION.                                                                                 18

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.                                                                  18

</TABLE>


                                       2
<PAGE>   3


PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

               BOBBY ALLISON WIRELESS CORPORATION AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                       June 30, 2001        December 31, 2000
                                                                        (unaudited)

<S>                                                                    <C>                  <C>
ASSETS

CURRENT:
Cash                                                                    $   384,408            $   470,280
Accounts receivable, less allowance for doubtful accounts of
  $430,114 and $662,998                                                   5,463,631              4,729,036
Related party receivable                                                         --                 36,989
Prepaid expenses                                                             12,570                 23,388
Inventories                                                               3,269,378              3,268,070
Deferred tax asset                                                          101,000                108,000
                                                                        -----------            -----------

TOTAL CURRENT ASSETS                                                      9,230,987              8,635,763
                                                                        -----------            -----------

LEASEHOLD IMPROVEMENTS AND EQUIPMENT, AT COST:                            6,409,914              5,308,902
  Less accumulated depreciation                                           2,221,326              1,584,281
                                                                        -----------            -----------

NET LEASEHOLD IMPROVEMENTS AND EQUIPMENT                                  4,188,588              3,724,621
                                                                        -----------            -----------

OTHER ASSETS:
Goodwill and other intangible assets, net of accumulated
  amortization of $91,805 and $74,289                                       258,822                276,338
Deferred tax asset                                                          982,000                148,000
Deposits                                                                    107,788                 73,444
                                                                        -----------            -----------

TOTAL OTHER ASSETS                                                        1,348,610                497,782
                                                                        -----------            -----------

                                                                        $14,768,185            $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>
                                                                              June 30, 2001          December 31, 2000
                                                                              (unaudited)

<S>                                                                           <C>                    <C>
CURRENT LIABILITIES
Accounts payable                                                              $  7,760,021             $ 4,923,530
Accrued expenses                                                                   997,652               1,157,034
Accrued income tax                                                                 619,500                 579,500
Deferred income                                                                  1,331,964                  59,604
Current maturities of long-term debt                                             2,101,584               2,561,758
Current maturities of related party long-term debt                                  65,462                 126,317
                                                                              ------------             -----------

      TOTAL CURRENT LIABILITIES                                                 12,876,183               9,407,743
                                                                              ------------             -----------

LONG-TERM LIABILITIES
Long-term debt, less current maturities                                            275,190                 413,080
Long-term related party debt, less current maturities                                   --                      --
                                                                              ------------             -----------

      TOTAL LIABILITIES                                                         13,151,373               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                                                               (1,371,103)                 49,428
                                                                              ------------             -----------

TOTAL STOCKHOLDERS' EQUITY                                                          (8,188)              1,412,343
                                                                              ------------             -----------

                                                                              $ 14,768,185             $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>
                                                          For the Three Months Ended            For the Six Months Ended
                                                       June 30, 2001     June 30, 2000      June 30, 2001     June 30, 2000

<S>                                                    <C>               <C>                <C>               <C>
REVENUES
Product sales                                           $ 3,551,709       $ 3,993,416       $  7,797,898       $  7,884,057
Activation commissions                                    5,170,055         2,838,098         10,933,571          4,955,357
Pager services                                              204,872           233,839            406,833            631,897
                                                        -----------       -----------       ------------       ------------

Total revenues                                            8,926,636         7,065,353         19,138,302         13,471,311
                                                        -----------       -----------       ------------       ------------

COST OF SALES                                             3,974,460         2,519,685          7,670,775          4,864,136
                                                        -----------       -----------       ------------       ------------

Gross profit                                              4,952,176         4,545,668         11,467,527          8,607,175
                                                        -----------       -----------       ------------       ------------

OPERATING EXPENSES:
Selling, general and administrative expenses              6,693,143         4,198,856         12,382,166          7,692,472
Depreciation and amortization                               266,241           137,036            668,474            379,374
                                                        -----------       -----------       ------------       ------------

Total operating expenses                                  6,959,384         4,335,892         13,050,640          8,071,846
                                                        -----------       -----------       ------------       ------------

Operating (loss)/income                                  (2,007,208)          209,776         (1,583,113)           535,329

OTHER INCOME (EXPENSE):
Interest expense                                           (170,171)         (102,842)          (372,148)          (179,625)
Interest income                                                 366             1,303                660              4,593
                                                        -----------       -----------       ------------       ------------

Total other income (expense)                               (169,805)         (101,539)          (371,488)          (175,032)
                                                        -----------       -----------       ------------       ------------

(LOSS)/INCOME BEFORE TAXES ON INCOME                     (2,177,013)          108,237         (1,954,601)           360,297
INCOME TAX BENEFIT/(EXPENSE)                                709,364           (42,908)           633,350           (143,732)
                                                        -----------       -----------       ------------       ------------

NET (LOSS)/INCOME                                        (1,467,649)           65,329         (1,321,251)           216,565
PREFERRED STOCK DIVIDENDS                                   (49,640)          (44,311)           (99,280)           (87,819)
                                                        -----------       -----------       ------------       ------------

NET (LOSS)/INCOME AVAILABLE TO COMMON STOCKHOLDERS      $(1,517,289)      $    21,018       $ (1,420,531)      $    128,746
                                                        ===========       ===========       ============       ============

EARNINGS PER COMMON SHARE:
Basic                                                   $     (3.16)      $      0.04       $      (2.96)      $       0.27
                                                        ===========       ===========       ============       ============
Diluted                                                 $     (3.16)      $      0.04       $      (2.96)      $       0.25
                                                        ===========       ===========       ============       ============

WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic                                                       480,000           480,000            480,000            480,000
                                                        ===========       ===========       ============       ============
Diluted                                                     480,000           495,474            480,000            766,264
                                                        ===========       ===========       ============       ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>   6


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


<TABLE>
<CAPTION>
                                                                                     For the Six Months Ended
                                                                                June 30, 2001          June 30, 2000

<S>                                                                             <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                                      $(1,321,251)            $   216,565
 Adjustments to reconcile net income to net cash provided by (used for)
  operating activities:
  Depreciation and amortization                                                      668,474                 346,246
  Debt discount amortization to interest expense                                      35,167                  56,175
  Cash provided by (used for):
   Accounts receivable                                                              (697,606)               (571,348)
   Prepaid expenses and other assets                                                   9,260                     275
   Inventories                                                                        (1,308)                 55,238
   Deferred tax assets                                                              (827,000)                (42,000)
   Accounts payable                                                                2,836,491              (1,003,670)
   Deferred revenue                                                                1,272,360                     233
   Accrued expenses                                                                 (119,382)                610,874
                                                                                 -----------             -----------

Net cash provided by (used for) operating activities                               1,855,205                (331,412)
                                                                                 -----------             -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of leasehold improvements and equipment                                (1,113,367)             (1,142,320)
  Increase in deposits                                                               (34,344)                (18,490)
                                                                                 -----------             -----------

Net cash used for investing activities                                            (1,147,711)             (1,160,810)
                                                                                 -----------             -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments in long-term debt                                                        (694,086)               (118,477)
  Preferred Stock Dividends                                                          (99,280)                (89,170)
  Proceeds from issuance of preferred stock                                               --                 200,000
  Proceeds from line of credit                                                            --                 900,000
                                                                                 -----------             -----------


Net cash provided by financing activities                                           (793,366)                892,353
                                                                                 -----------             -----------

NET INCREASE (DECREASE) IN CASH:                                                     (85,872)               (599,869)
CASH, beginning of period                                                            470,280                 624,869
                                                                                 -----------             -----------

CASH, end of period                                                              $   384,408             $    25,000
                                                                                 ===========             ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                                                         $   190,598             $   315,369
                                                                                 ===========             ===========
</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 and six months ended June 30, 2001 and June 30, 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

                 Basic EPS is calculated by dividing the income (loss) available
                 to common shareholders by the weighted average number of common
                 shares outstanding for the period without consideration for
                 potential common shares. Diluted EPS includes the effect of
                 potentially dilutive securities. Potential common shares were
                 not included for the three and six months ended June 30, 2001
                 since their effects are antidilutive under the treasury stock
                 method for options and warrants and if-converted method for
                 convertible preferred stock.

                 The following table sets forth the computation of diluted
                 earnings per common share for the three and six months ended
                 June 30, 2000:

<TABLE>
<CAPTION>
                                                                          THREE        SIX
                                                                          MONTHS      MONTHS
                    -------------------------------------------------------------------------
                    <S>                                                 <C>         <C>
                    Income available to common stockholders             $   21,018  $ 128,746
                    Preferred stock dividends                                -         60,938
                    -------------------------------------------------------------------------

                    Income available to common stockholders assuming
                      conversion of options and preferred stock(a)      $   21,018  $ 189,684
                    -------------------------------------------------------------------------

                    Denominator for basic earnings per common share
                      - weighted-average shares                            480,000    480,000
                    Effects of dilutive securities - options and
                      preferred stock(a)                                    15,474    186,264
                    -------------------------------------------------------------------------

                    Adjusted weighted-average shares (denominator)         495,474    766,264
                    -------------------------------------------------------------------------

                    Diluted earnings per common share                   $     0.04  $    0.25
                    -------------------------------------------------------------------------
</TABLE>

         (a) Calculation excludes preferred stock as its effect on earnings per
share are anti-dilutive for the three months ended June 30, 2000.


                                       7
<PAGE>   8

         LIQUIDITY

         THE COMPANY'S FINANCIAL STATEMENTS INCLUDED IN PART I HAVE BEEN
PREPARED ASSUMING THAT THE COMPANY WILL CONTINUE AS A GOING CONCERN. AS OF JUNE
30, 2001, THE COMPANY WAS ATTEMPTING TO REFINANCE ITS BANK DEBT. On July 25,
2001, the Company refinanced its $1,900,000 revolving loan with Colonial Bank
into a $1,000,000 line of credit and a $900,000 term loan (see "Notes Payable").
The loan agreements require that any additional borrowings, non regular course
of business income or capital raised be used first to pay Colonial Bank amounts
due on the loans. On August 6, 2001, the Company entered into a definitive
agreement to sell twenty (20) of its retail locations (See "Subsequent Events")
to a third party for a total purchase price of $3,100,000 to be closed as
landlord consents are received. As of August 20, 2001, the Company has closed 12
of the 20 locations. As a consequence, the bank has the right to require that
the entire balance of the loan be paid from the proceeds of such sale. However,
based upon the fact that $1,000,000 of the total debt is guaranteed by certain
stockholders, the Company requested that Colonial Bank accept $600,000 plus the
remaining $300,000 in installments of $75,000 per month for four (4) months as
satisfaction under this provision relative to this transaction. The bank
approved this request assuming that the Company could obtain adequate guarantees
of such $300,000 until paid. Unless a further arrangement is made, then the
Company must ultimately pay off the entire $900,000 term loan. To date, the
Company has paid approximately $336,000 of such principal. THIS DEBT IS RECORDED
AS A CURRENT LIABILITY ON THE COMPANY'S JUNE 30, 2001 BALANCE SHEET AND AS A
RESULT THE COMPANY HAD A DEFICIT IN WORKING CAPITAL OF APPROXIMATELY $3,645,000
AND DOES NOT HAVE SUFFICIENT WORKING CAPITAL TO SATISFY THIS OBLIGATION IF IT
BECOMES 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 I DO NOT INCLUDE ANY ADJUSTMENTS THAT
MIGHT RESULT FROM THE OUTCOME OF THESE UNCERTAINTIES. IN THE EVENT THAT 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 $1,000,000 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.

         STORE PROPERTY AND DEVELOPMENT COSTS

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


                                       8
<PAGE>   9

         NOTES PAYABLE

         On July 25, 2001, the Company refinanced its $1,900,000 revolving loan
with Colonial Bank into a $1,000,000 line of credit and a $900,000 term loan,
both with interest due monthly at prime plus one percent. Principle payments of
$75,000 are due monthly, commencing on September 2, 2001, on the term loan with
the balance due no later than May 2, 2002. The balance on the line of credit and
unpaid interest is payable on May 2, 2002. The loans are collateralized by a
second line on accounts receivable, inventory and certain intangible assets and
guaranteed by certain stockholders of the Company in the aggregate amount
totaling $1,000,000. The loan agreements require that any additional borrowings,
non regular course of business income or capital raised be used first to pay
Colonial Bank amounts due on the loans. On August 6, 2001, the Company entered
into a definitive agreement to sell twenty (20) of its retail locations (See
"Subsequent Events") to a third party for a total purchase price of $3,100,000
to be closed as landlord consents are received. As of August 20, 2001, the
Company has closed 12 of the 20 locations. As a consequence, the bank has the
right to require that the entire balance of the loan be paid from the proceeds
of such sale. However, based upon the fact that $1,000,000 of the total debt is
guaranteed by certain stockholders, the Company requested that Colonial Bank
accept $600,000 plus the remaining $300,000 in installments of $75,000 per month
for four (4) months as satisfaction under this provision relative to this
transaction. The bank approved this request assuming that the Company would
obtain guarantees of such $300,000 until paid. Unless a further arrangement is
made, then the Company must ultimately pay off the entire $900,000 term loan. To
date, the Company has paid approximately $336,000 of such principal.

         DIVIDENDS

         The Company did not timely pay dividends to the holders of Series A
Preferred Stock and Series B Preferred Stock due January 1, 2001 and to the
holders of Series C Preferred Stock due April 1, 2001. As a result, all of the
Company's outstanding Preferred Stock became fully voting as provided in the
Amended and Restated Articles of Incorporation.

         The Company has not yet paid dividends to the holders of Series A
Preferred Stock and Series B Preferred Stock due July 1, 2001.

         RECENT ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board finalized FASB
Statements No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and
Other Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase
method of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 141
also requires that the Company recognize acquired intangible assets apart from
goodwill if the acquired intangible assets meet certain criteria. SFAS 141
applies to all business combinations initiated after June 30, 2001 and for
purchase business combinations completed on or after July 1, 2001. It also
requires, upon adoption of SFAS 142, that the Company reclassify the carrying
amounts of intangible assets and goodwill based on the criteria in SFAS 141.

         SFAS 142 requires, among other things, that companies no longer
amortize goodwill, but instead test goodwill for impairment at least annually.
In addition, SFAS 142 requires that the Company identify reporting units for the
purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in
fiscal years beginning after December 15, 2001 to all goodwill and other
intangible assets recognized at that date, regardless of when those asset were
initially recognized. SFAS 142 requires the Company to complete a transitional
goodwill impairment test six months from the date of of adoption. The Company is
also required to reassess the useful lives of other intangible assets within the
first interim quarter after adoption of SFAS 142.


                                       9
<PAGE>   10

         The Company's previous business combinations were accounted for using
the purchase method. As of June 30, 2001, the net carrying amount of goodwill is
$123,610. Amortization expense during the six-month period ended June 30, 2001
was $14,000. Currently, the Company is assessing but has not yet determined how
the adoption of SFAS 141 and SFAS 142 will impact its financial position and
results of operations.

         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" was issued. 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

         On June 1, 2001, the Company received $1,175,000 in market development
funds from a wireless communications carrier, which fees were recorded as
deferred revenue as of June 30, 2001. The Company's agreement with the carrier
contains provisions that require that a pro rata portion of these funds be
repaid to the carrier if certain activation levels are not achieved or certain
other events occur over periods that range from 12 to 24 months. A portion of
the Company's stores covered under this agreement were sold (See "Subsequent
Events" ) after June 30, 2001 which will result in the repayment of the related
funds to the carrier. Deferred income also includes billed but unearned pager
service revenue.

         AT&T WIRELESS AGREEMENT

         Beginning March 1, 2001, Cingular Wireless became the Company's primary
carrier. On May 15, 2001, effective June 1, 2001, AT&T cancelled its wireless
communications carrier agreement with the Company. As a result, the Company has
suspended payment of trade amounts due AT&T of approximately $1,956,000 and has
not received payment of approximately $1,600,000 in activation commissions due
from AT&T. The Company is currently in negotiations to resolve this matter. The
agreement is subject to an arbitration clause.

         SUBSEQUENT EVENTS

         On August 6, 2001, the Company entered into an agreement to sell 20
retail sales locations (16 existing and 4 unopened) located in Georgia, South
Carolina, North Carolina and Virginia for consideration of $3,100,000, subject
to certain adjustments. As of August 20, 2001, the Company has closed on the


                                       10
<PAGE>   11

sale of 12 of the 20 locations and expects to close on the sale of the remaining
stores under contract by August 31, 2001. Proceeds from the sale of these stores
are expected to be used to reduce outstanding bank debt, pay trade payables and
provide working capital. As of August 13, 2001, the Company had made payments of
$336,000 towards its bank debt from those proceeds. See "Notes Payable".

         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 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.

         STOCK OPTIONS

         At the Annual Meeting of the Shareholders held on June 5, 2001, the
shareholders approved an amendment to the Bobby Allison Wireless Corporation
1999 Stock Option Plan. Previously the plan permitted the Company to grant
options to purchase up to ten percent (10%) of the outstanding Common Stock and
common stock equivalents but in no event greater than 100,000 shares. The
amendment increased the number of shares of Company Common Stock reserved for
issuance under the Plan to up to ten percent (10%) of the outstanding Common
Stock and common stock equivalents but in no event greater than 200,000 shares.

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 June 30, 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 two paging carriers and four
service providers, Alltel Communications, Cingular, Powertel, and SunCom. On
August 6, 2001, the Company entered into an agreement to sell 20 retail sales
locations (16 existing and 4 unopened) located in Georgia, South Carolina, North
Carolina and Virginia for consideration of $3,100,000, subject to certain
adjustments. As of August 20, 2001, the Company has closed on the sale of 12 of
the 20 locations under contract and expects to close on the sale of the
remaining stores under contract by August 31, 2001.

         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 continued to expand in these states and in 2001 entered the Missouri
market. Other than existing commitments, the Company has put all plans to
further expand on hold until it can reassess it financial situation. Any
possible expansion plans are dependent upon, among other things, obtaining
additional capital whether in the form of debt or equity. The Company has been
consistently unable to close the necessary financing and has no currently known
opportunity therefore. There is no assurance that the Company will ever be able
to find any financing, or if available, that such financing will be on terms
acceptable to the Company.


                                       11
<PAGE>   12


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 six months
ended June 30, 2001, retail sales represented approximately 41% of the Company's
revenues and 4% 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 launched
January 2000 and its sales to date have been immaterial.

         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.

         On August 16, 2000, the Company entered into a nation-wide,
non-exclusive agreement with Cingular for a period of three years. On March 1,
2001, the Company began providing Cingular services in the Central and South
Florida markets and beginning such time Cingular has been the Company's dominant
carrier representing approximately 44% of revenue during the 6 month period
ended June 30, 2001. In May 2001, the Company entered into a two-year agreement
with Alltel Communications to provide service in select Florida and North
Carolina markets. Outside of these markets, the Company has non-exclusive
carrier contracts with either Powertel or SunCom. On May 15, effective June 1,
2001, AT&T cancelled its wireless communications agreement with the Company.

         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 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.

         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 six months ended June 30, 2001, activation
income represented approximately 57% of the Company's revenues and approximately
95% 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 six months ended June 30, 2001, pager services
represented approximately 2% of the Company's revenues and 1% of the Company's
gross profit.


                                       12
<PAGE>   13

         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. 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               For the Six Months
                                                                               Ended June 30,                    Ended June 30,
                                                                          -----------------------           -----------------------
                                                                           2001             2000             2001             2000
                                                                          ------           ------           ------           ------
<S>                                                                       <C>              <C>              <C>              <C>
Total Revenue ...................................................         100.0%           100.0%           100.0%           100.0%

Cost of Sales ...................................................          44.5%            35.7%            40.1%            36.1%

Gross Profit ....................................................          55.5%            64.3%            59.9%            63.9%

Selling, General and Administrative Expenses (Excluding
Depreciation) ...................................................          75.0%            59.4%            64.7%            57.1%

Depreciation and Amortization ...................................           2.9%             1.9%             3.5%             2.8%

Operating Income (loss) .........................................         -22.5%             3.0%            -8.3%             4.0%

Interest Expense ................................................           1.9%             1.4%             1.9%             1.3%

Income Tax Expense (benefit) ....................................          -7.9%             0.6%            -3.3%             1.1%

Net Income (Loss) ...............................................         -16.4              0.8%            -6.9              1.6%
</TABLE>

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

         Total Revenue. Total revenue was $8,926,636 for the three months ended
June 30, 2001 as compared to $7,065,353 for the three months ended June 30, 2000
or an increase of $1,861,283 or 26%. This increase reflects the increase in
sales location count from an average of 69 sales locations during the three
months ended June 30, 2000 to 101 sales locations during the three months ended
June 30, 2001. The number of activations per sales location increased 3% and the
average revenue per activation increased 57%. These increases were partially
offset by selling price declines in handsets and accessories due to promotional
pricing by the Company and the carriers.

         Gross Profit. Gross profit was $4,952,176 for the three months ended
June 30, 2001 as compared to $4,545,668 for the three months ended June 30, 2000
an increase of $406,508 or 9%. Gross profit as a percentage of net revenue
decreased from 64.3% in the three months ended June 30, 2000 to 55.5% in the
three months ended June 30, 2001, primarily as a result of the promotional
pricing on the sale of handsets and accessories.

         Operating Expenses. Selling, general and administrative expense was
$6,693,143 for the three months ended June 30, 2001 as compared to $4,198,856
for the three months ended June 30, 2000 or an increase of $2,494,287 or
approximately 59%, largely as a result of the Company's store expansion.
Corporate headquarters' expenses, included therein, increased due primarily to
increased facilities and payroll costs necessitated by the Company's growth and
anticipated future growth


                                       13
<PAGE>   14

including, but not limited to, the opening of a new larger corporate
headquarters, support and training, advertising, marketing, merchandising,
warehousing and distribution. Due to the Company's decision to put its growth
plans on hold, the Company has been attempting to reduce such expenses.

         Net Interest Expense. Net interest expense was $169,805 for the three
months ended June 30, 2001 as compared to $101,539 for the three months ended
June 30, 2000 or an increase of $68,266 or 65% due to higher average debt
outstanding. Due to the obligation of the Company to pay down a substantial
amount of its outstanding debt to Colonial Bank, the Company's internet expense
will decrease in the immediate future.

         Net Income/Loss. The Company had a net loss of $1,467,649 for the three
months ended June 30, 2001 as compared to net income of $65,329 for the three
months ended June 30, 2000 or a decrease of $1,532,978, primarily as a result of
increased operating expenses and interest costs in excess of increased sales and
gross profits from the Company's store expansion.

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2001 TO THE SIX MONTHS ENDED JUNE
30, 2000

         Total Revenue. Total revenue was $19,138,302 for the six months ended
June 30, 2001 as compared to $13,471,311 for the six months ended June 30, 2000
or an increase of $5,666,991 or 42%. This increase reflects the increase in
sales location count from an average of 67 in fiscal 2000 to 101 sales locations
in fiscal 2001. The number of activations per sales location increased 4% and
the average revenue per activation increased 57%. These increases were partially
offset by selling price declines in handsets and accessories due to promotional
pricing by the Company and the carriers.

         Gross Profit. Gross profit was $11,467,527 for the six months ended
June 30, 2001 as compared to $8,607,175 for the six months ended June 30, 2000
an increase of $2,860,352 or 33%. Gross profit as a percentage of net revenue
decreased from 63.9% in the six months ended June 30, 2000 to 59.9% in the six
months ended June 30, 2001, primarily as a result of the promotional pricing on
the sale of handsets and accessories.

         Operating Expenses. Selling, general and administrative expense was
$12,382,166 for the six months ended June 30, 2001 as compared to $7,692,472 for
the six months ended June 30, 2000 or an increase of $4,689,694 or approximately
61%, largely as a result of the Company's store expansion. Corporate
headquarters' 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. Due to the Company's decision to put its growth
plans on hold, the Company has been attempting to reduce such expenses.

         Net Interest Expense. Net interest expense was $371,488 for the six
months ended June 30, 2001 as compared to $175,032 for the six months ended June
30, 2000 or a increase of $196,456 or 112% due to 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 partially offset by a lower prime borrowing rate. The borrowing
outstanding at June 30, 2001 was $2,442,236 as compared to $2,700,739 at June
30, 2000. Due to the obligation of the Company to pay down a substantial amount
of its outstanding debt to Colonial Bank, the Company's internet expense will
decrease in the immediate future.

         Net Income/Loss. The Company had a net loss of $1,321,251 for the six
months ended June 30, 2001 as compared to net income of $216,565 for the six
months ended June 30, 2000 or a decrease of $1,537,816, primarily as a result of
increased operating expenses and interest in excess of increased sales and gross
profits.


                                       14
<PAGE>   15

LIQUIDITY AND CAPITAL RESOURCES

         The Company had a $3,645,196 working capital deficit at June 30, 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 and the operating losses incurred during the
second quarter.

         Cash and Cash Equivalents

         At June 30, 2001, the Company's cash and cash equivalents aggregated
$384,408 compared to $470,280 at December 31, 2000.

         Operating Activities

         The Company's net cash provided by operating activities for the six
months ended June 30, 2001 was $1,855,205 as compared to net cash used for
operating activities of $331,412 for the three months ended June 30, 2000.

         The Company's net accounts receivable increased $697,606 for the six
months ended June 30, 2001 as compared to an increase of $571,348 for the six
months ended June 30, 2000. This increase reflected the higher store counts for
the six months ended June 30, 2001. Inventories increased slightly by $1,308 for
the six months ended June 30, 2001 as compared to a decrease of $55,238 for the
six months ended June 30, 2000. Accounts payable increased $2,836,491 for the
six months ended June 30, 2001 as compared to a decrease in accounts payable of
$1,003,670 for the six months ended June 30, 2000. Deferred revenue increased by
$1,272,360 for the six months ended June 20, 2001 as compared to an increase of
$233 for the six months ended June 30, 2000.

         Investing Activities

         The Company's investing activities increased to $1,147,711 for the six
months ended June 30, 2001 as compared to $1,160,810 for the six months ended
June 30, 2000 and was related to the purchase of equipment and leasehold
improvements required to support new store growth.

         Financing Activities

         The Company paid down debt by $694,086 and paid dividends on its
preferred stock in the amount of $99,280 for the six months ended June 30, 2001.

         The Company's financial statements included in Part I have been
prepared assuming that the Company will continue as a going concern. As of June
30, 2001, the Company was attempting to refinance its bank debt. On July 25,
2001, the Company refinanced its $1,900,000 revolving loan with Colonial Bank
into a $1,000,000 line of credit and a $900,000 term loan (see "Notes Payable").
The loan agreements require that any additional borrowings, non regular course
of business income or capital raised be used first to pay Colonial Bank amounts
due on the loans. On August 6, 2001, the Company entered into a definitive
agreement to sell twenty (20) of its retail locations (see "Subsequent Events")
to a third party for a total purchase price of $3,100,000 to be closed as
landlord consents are received. As of August 20, 2001, the Company has closed 12
of the 20 locations. As a consequence, the bank has the right to require that
the entire balance of the loan be paid from the proceeds of such sale. However,
based upon the fact that $1,000,000 of the total debt is guaranteed by certain
stockholders, the Company requested that Colonial Bank accept $600,000 plus the
remaining $300,000 in installments of $75,000 per month for four (4) months as
satisfaction under this provision relative to this transaction. The bank
approved this request assuming that the company could obtain adequate guarantees
of such $300,000 until paid. Unless a further arrangement is made, then the
Company must ultimately pay off the entire $900,000 term loan. To date, the
Company has paid approximately $336,000 of such principal. This debt is recorded
as a current liability on the Company's June 30, 2001 balance sheet and as a
result the Company had a deficit in working capital of approximately $3,645,000
and does not have sufficient working capital to satisfy this obligation if it
becomes 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 I do not include any adjustments


                                       15
<PAGE>   16

that might result from the outcome of these uncertainties. In the event that 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 may suffer
substantial dilution pursuant to the terms of the contingent options related
thereto. The guarantors of $1,000,000 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 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 June 30, 2001. On April 18, 2001,
Colonial Bank's credit committee approved an extension of the loan until May
2002.

         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
June 30, 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 supplemented by the sale of all 20
stores in August 2001. The Company has put all plans to further expand (other
than existing commitments) on hold until it can reassess its financial
situation. Any possible expansion plans are dependent upon, among other things,
obtaining substantial additional capital through the issuance of securities
and/or the procurement of additional bank or other debt. The Company has been
consistently unable to close the necessary financing and has no currently known
opportunities therefor. 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.

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.


                                       16
<PAGE>   17

                                     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 has 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.

                  The Company did not timely pay dividends to the holders of
Series A Preferred Stock and Series B Preferred Stock due January 1, 2001 and to
the holders of Series C Preferred Stock due April 1, 2001. As a result, all of
the Company's outstanding Preferred Stock became fully voting as provided in the
Amended and Restated Articles of Incorporation.

                  The Company has not yet paid dividends to the holders of
Series A Preferred Stock and Series B Preferred Stock of $65,445.22 due July 1,
2001.

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

         Annual Meeting of Shareholders

         (a)      The Annual Meeting of the Shareholders was held on Monday,
                  June 5, 2001 at the Company's headquarters at 1200 Starkey
                  Road, Suite 105, Largo, Florida 33771.

         (b)      The Chairman of the Board submitted the following matters
                  before the meeting: (i) the election of directors, two
                  directors, Robert L. McGinnis and James L. Ralph, to be voted
                  upon by the holders of all of the capital stock of the Company
                  and one director, James S. Holbrook, Jr., to be voted upon by
                  the holders of the 7.5% Series B Convertible Preferred Stock
                  and (ii) amendment of the Bobby Allison Wireless Corporation
                  1999 Stock Option Plan. Because the shares are not held in
                  street name and not currently traded on any exchange or
                  otherwise, there were no broker non-votes. Further, there were
                  no abstentions except with respect to the amendment of the
                  Stock Option Plan. Each of the directors were elected at the
                  meeting as follows:

                           (i)      Robert L. McGinnis and James L. Ralph -
                                    870,790 shares of common stock or common
                                    stock equivalent shares were eligible to
                                    vote of which 672,197 voted and of which
                                    671,813 shares were voted in favor and 384
                                    withheld. The election was by a plurality.


                                       17
<PAGE>   18

                           (ii)     James S. Holbrook, Jr. - 50 shares of 7.5%
                                    Series B Convertible Preferred Stock
                                    eligible to vote of which 48 shares were
                                    voted, all of which were voted in favor of
                                    his election. The election was by a
                                    majority.

                  Finally, there were 870,790 shares of common stock or common
                  stock equivalent shares eligible to vote for the amendment to
                  the Bobby Allison Wireless Corporation 1999 Stock Option Plan
                  of which 672,199 shares voted and of which 459,339 shares
                  voted in favor, 201,953 shares voted against and 10,902 shares
                  abstained.

ITEM 5.  OTHER INFORMATION.

                  Please refer to "Part 1. Item 2. Management's Discussion and
                  Analysis or Plan of Operations - Liquidity and Capital
                  Resources - Financing Activities" for a discussion relating to
                  the sale of retail sales locations.

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

         (1)      Exhibits:

                           *10.29   Semi Non-Exclusive Authorized Distributor
                                    Agreement between BellSouth Mobility Inc.
                                    and Bobby Allison Wireless, Inc.

         (2)      Reports on Form 8-K:

                           None.


* This Agreement omits certain information for which the Company is filing a
request seeking confidential treatment thereof. Such omission are denoted by
asterisks.


                                       18
<PAGE>   19

                                   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: August 20, 2001                  BOBBY ALLISON WIRELESS CORPORATION

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


                                       19