<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

(Mark One)

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

         For the fiscal year ended december 31, 1999, or

[ ]      Transition Report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

         For the transition period from _____________ to _____________.


                       Commission File Number: 000-22251


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

       FLORIDA                                                   65-0674664
-----------------------                                      -------------------
(State of Incorporation                                       (I.R.S. Employer
  or organization)                                           Identification No.)


  2055 Lake Avenue, S.E., Suite A, Largo, Florida                  33771
--------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                     (Zip Code)


          Securities registered pursuant to Section 12(b) of the Act:

                                      None

          Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, Par Value $.01 Per Share

         Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the Company was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

Yes [ ] No [X]

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

         State issuer's revenues for the most recent fiscal year. $14,754,491.

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days. $0.

         Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
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 shares of Common
Stock, par value $.01 per share, as of March 20, 2000.



<PAGE>   2



         In accordance with Rule 12b-32 of the Securities Exchange Act of 1934,
exhibits from the following documents are incorporated by reference into the
Index to Exhibits of this Form 10-KSB:

         (i)      The Registration Statement on Form SB-2 with respect to the
                  units of Bobby Allison Wireless Corporation f/k/a 2Connect
                  Express, Inc.(Commission File No. 333-15567) is incorporated
                  by in reference into Part III of this report.

         (ii)     The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
                  Inc. Quarterly Report on Form 10-QSB for the quarter ended
                  August 1, 1998 (Commission File No. 000-22251), is
                  incorporated by reference into Part III of this report.

         (iii)    The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
                  Inc. Current Report on Form 8-K for the event occurring on
                  August 27, 1998 (Commission File No. 000-22251), is
                  incorporated by reference into Part III of this report.

         (iv)     The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
                  Inc. Quarterly Report on Form 10-QSB for the quarter ended
                  October 31, 1998 (Commission File No. 000-22251), is
                  incorporated by reference into Part III of this report.

         (v)      The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
                  Inc. Current Report on Form 8-K for the event occurring on
                  December 31, 1998 (Commission File No. 000-22251), is
                  incorporated by reference into Part III of this report.

         (vi)     The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
                  Inc. Current Report on Form 8-K for the event occurring on
                  January 7, 1999 (Commission File No. 000-22251), is
                  incorporated in reference to Part III of this report.

         (vii)    The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
                  Inc. Current Report on Form 8-K for the event occurring on
                  March 1, 1999 (Commission File No. 000-22251), is incorporated
                  in reference to Part III of this report.

         (viii)   Amendment No. 1 to the Bobby Allison Wireless Corporation
                  f/k/a 2Connect Express, Inc. Quarterly Report on Form 10-QSB
                  for the quarter ended March 31, 1999 (Commission File No.
                  000-22251), is incorporated by reference into Part III of this
                  report.

         (ix)     The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
                  Inc. current report on Form 10-KSB for the year ended
                  December 31, 1999 (Commission File No. 000-22251), is
                  incorporated in reference to Part III of this report.

         (x)      Amendment No. 1 to the Bobby Allison Wireless Corporation
                  f/k/a 2Connect Express, Inc. current report on Form 10-KSB for
                  the year ended December 31, 1999 (Commission File No.
                  000-22251), is incorporated in reference to Part III of this
                  report.

         (xi)     The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
                  Inc. Quarterly Report on Form 10-QSB for the quarter ended
                  June 30, 1999 (Commission File No. 000-22251), is incorporated
                  by reference into Part III of this report.

         (xii)    The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
                  Inc. Current Report on Form 8-K for the event occurring on
                  November 19, 1999 (Commission File No. 000-22251), is
                  incorporated in reference to Part III of this report.



                                        2

<PAGE>   3



              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), Bobby Allison Wireless
Corporation (together with its subsidiary, the "Company") is hereby providing
cautionary statements identifying important factors that could cause the
Company's actual results to differ materially from those projected in
forward-looking statements made by or on behalf of the Company herein or which
are made orally, whether in presentations, in response to questions or
otherwise. Any statements that express, or involve discussions as to
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always through the use of words or phrases such as
"will result," "are expected to," "will continue," "is anticipated," "plans,"
"intends," "expects," "estimated," "projection," and "outlook") including
certain provisions of the Year 2000 Readiness Disclosure contained in Item 6
herein are not historical facts and accordingly, such statements involve
estimates, assumptions and uncertainties which could cause actual results to
differ materially from those expressed in the forward-looking statements. Such
uncertainties include, among others, the following factors: risks associated
with rapid growth and necessary financing therefor, the Company's ability to
successfully compete, dependence on carriers, technological change and inventory
obsolescence, dependence on key personnel and other risk factors that may emerge
from time to time. It is not possible for management to predict all of such
factors or to assess the effect of each such factor on the Company's business or
the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statements.


                                        3

<PAGE>   4



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

THE COMPANY

         GENERAL

         Bobby Allison Wireless Corporation is a Florida corporation formerly
known as 2Connect Express, Inc. (the "Company") and operates through its wholly
owned subsidiary, Bobby Allison Wireless, Inc., a Florida corporation ("BAW").
Hereinafter, where appropriate, the "Company" shall also refer to the Company
and BAW collectively. 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. As of
March 20, 2000, the Company operated 64 sales locations consisting of 36 in-line
stores, 26 kiosks and 2 retail merchandise units or RMUs (like kiosks but
smaller) under the name of either "Bobby Allison Cellular & Pager" or "Bobby
Allison Wireless". The Company also operates an e-commerce web-site under the
name "bobbyallisonwireless.com" located at "WWW.BOBBYALLISONWIRELESS.COM". All
of the Company's sales locations are located in regional malls throughout
certain South East and Mid-Atlantic states. Since the Company is headquartered
in and began operations in Florida, as of March 20, 2000, the majority of its
sales locations (42) are in the State of Florida. Beginning in 1999, however,
the Company began its expansion plans outside of the State of Florida and has
since expanded into the States of Georgia (14), South Carolina (3), North
Carolina (2), Virginia (2) and Tennessee (1).

         The Company retails cellular and/or personal communication system
("PCS") wireless telephone services for each of AT&T Wireless Services,
AirTouch, Nextel, Powertel and SunCom and is authorized to sell each of their
services in the following markets:

                  CARRIER                          MARKET
                  -------                          ------
         AT&T Wireless Services           Florida/Georgia/North Carolina(*)
         AirTouch                         Georgia
         Nextel                           Georgia
         Powertel                         Tennessee/Georgia/North Florida
         SunCom                           North Carolina/South Carolina/Virginia


         --------------

         (*)      AT&T Wireless Services is the Company's largest carrier with
                  which the Company has a generally exclusive relationship with
                  AT&T Wireless Services in the Central and South Florida
                  markets pursuant to an agreement which, unless extended by
                  AT&T Wireless Services and the Company, expires on December 1,
                  2000. As the Company has maintained a good relationship with
                  AT&T Wireless Services since 1993, the Company believes that
                  it is likely that the agreement will be extended but not
                  necessarily on the same basis.

The Company also retails pager services and the associated products and
accessories to cellular, PCS and pager services. The Company is currently the
largest independent specialty retailer of AT&T Wireless Services' cellular
service in the State of Florida accounting for over 15% of AT&T Wireless
Services Activation in the state of Florida. Correspondingly, as discussed
below, AT&T Wireless Services' activations has represented the largest source of
the Company's revenues since its inception through 1999. The Company's revenues
are generated principally from three sources in one business segment. These
sources are, in the order of largest to smallest revenue contribution, product
retail sales, wireless telephone activation income, and pager services.

         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 year ended
December 31, 1999, retail sales represented approximately 58% of the Company's
revenues and 43% of the Company's gross profit. As the customer makes payment at
the cash register or by credit card on the e-commerce web site, retail sales do
not produce any accounts

                                        4

<PAGE>   5



receivables. The e-commerce web site was not launched until January 2000;
therefore, 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 and other carrier's services as well
as other payments to the Company by its wireless carriers including primarily
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.

         AT&T Wireless Services is the Company's largest carrier with which the
Company has a generally exclusive relationship in the Central and South Florida
markets pursuant to an agreement which, unless both AT&T Wireless Services and
the Company agree to an extension, expires on December 1, 2000. As the Company
has maintained a good relationship with AT&T Wireless Services since 1993, the
Company believes that it is likely that the agreement will be extended but not
necessarily on the same terms. Outside of Central and South Florida, however,
the Company has non-exclusive carrier contracts with one or more of either AT&T
Wireless Services, AirTouch, Nextel, Powertel or SunCom. For the year ended
December 31, 1999, activation income represented approximately 36.7% of the
Company's revenues, approximately 50.5% of the Company's gross profits and
approximately 69.1% of the Company's accounts receivables (AT&T Wireless
Services accounted for approximately 27%, 42% and 46%, respectively).

         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 AT&T and is negotiating to sell prepaid services for
other carriers. 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.

         PAGER SERVICES. Pager services include service commissions as well as
residual payments on pagers. Pager residual payments are received for the pager
air time that the Company buys wholesale from paging carriers and then resells
to individuals and small businesses. The Company sells pager services for
several pager carriers. For the year ended December 31, 1999, pager services
represented approximately 4% of the Company's revenues and 7% of the Company's
gross profit.

         The Company was incorporated in April 1996 as "2Connect Express, Inc."
and operated as a one-stop specialty retailer of communication-related products
and services under the name "2Connect, America's Total Communication Store"and
was an authorized dealer for, among others, BellSouth Mobility. In January of
1998, the Company filed a voluntary petition for bankruptcy under Chapter 11 in
the U.S. Bankruptcy Court, Southern District of Florida and


                                        5

<PAGE>   6



closed 9 of its 10 sales locations leaving in operation only its Coral Square
Mall location. The Company emerged from bankruptcy on October 27, 1998 after
confirmation of its Plan of Reorganization and entering into an agreement to
merge with Bobby Allison Cellular Systems of Florida, Inc. a/k/a Bobby Allison
Cellular and Pager, a Florida corporation and specialty retailer of wireless
communications products and services ("BAC"). Effective December 31, 1998, BAC
merged with and into BAW which was then known as 2Connect Acquisition Corp. and
formed as a subsidiary of the Company for the sole purpose of the merger. As of
the time of the merger, BAC had approximately 23 regional mall-based sales
locations and operated the Company's location at Coral Square Mall pursuant to a
Management Agreement. Consequently, immediately after the merger, the Company
(as combined with BAC) grew from 1 to 24 regional mall-based sales locations
making the Company again operational. As a result of the merger, the two
shareholders of BAC (i) received approximately 73% of the outstanding common
stock of the Company, par value $.01 per share ("Common Stock"), but which,
assuming conversion of all of the Company's outstanding convertible preferred
stock and the exercise of all outstanding stock options, would be diluted to
just slightly below 50%, (ii) became two of the three members of the Board of
Directors and (iii) became the new executive officers of the Company.
 For a detailed description of the Company's history and the bankruptcy, please
see "History of the Company", "History of Bobby Allison" and "The Merger" below.

         BUSINESS STRATEGY AND CONCEPT

         BAC developed and executed a business strategy which was adopted by the
Company and which focuses upon opening simply designed & operated sales
locations in highly trafficked regional malls as well as developing partnerships
with top quality, well-established and well-known hardware and service
providers. To effect this strategy, BAC, and now the Company, have done the
following:

         REGIONAL MALL LOCATIONS. The Company's sales locations are conveniently
located in high traffic regional malls. The Company uses in-line stores, kiosks
and RMUs for maximum flexibility to place stores in the best enclosed regional
malls and the best possible locations within those malls. As of March 20, 2000,
the Company had 64 regional mall based sales locations in Florida, Georgia,
South Carolina, North Carolina, Virginia and Tennessee. The Company believes
that its business strategy works in any type quality mall, whether a Class A, B
or C mall, as long as there is adequate traffic in front of the sales location
with respect to such mall. While a sales location in a Class C mall generally
experiences lower traffic than a sales location in a Class A mall, the cost of
the sales location is also lower.

         WIRELESS SERVICE CARRIER AFFILIATIONS. The Company believes that its
partnerships with AT&T Wireless Services, AirTouch, Nextel, Powertel and SunCom
provide its customers with a high quality service in the industry at attractive
values. For instance, AT&T Wireless Services' single rate plan offers cellular
service without long distance and roaming charges and provides one of the best
geographic coverages in the U.S. AT&T Wireless Services is the Company's largest
carrier and the Company has a generally exclusive relationship with AT&T
Wireless Services in Central and South Florida. SunCom is the Company's primary
carrier in North Carolina, South Carolina, and Virginia. Outside of Central and
South Florida, the Company offers both cellular and PCS service plans with one
or more of AT&T Wireless Services, AirTouch, Nextel, Powertel or SunCom. Suncom
is an authorized provider of AT&T Wireless Services in geographic areas,
principally non-metropolitan, where AT&T Wireless Services does not directly
market. See "Carrier Agreements."

         ONE-STOP WIRELESS SHOPPING. The Company seeks to be a one-stop wireless
shopping location which provides its customers with not only cellular, PCS and
pager services but also a wide array of related products and accessories, many
of which are packaged under the Company's own label, Bobby Allison Accesories.

         E-COMMERCE WEB SITE. To make shopping for products and accessories as
convenient as possible to its customers, the Company launched in January 2000 an
e-commerce web site under the name bobbyallisonwireless.com located at
WWW.BOBBYALLISONWIRELESS.COM. The customer may purchase any of a wide range of
name brand products and accessories including a wide variety of wireless
telephones, decorative face plates for wireless telephones, batteries, carrying
cases and hands-free kits. The customer simply picks the product, charges it to
their credit card and the product


                                        6

<PAGE>   7



is received via UPS in approximately three to four business days. The Company
plans to add wireless telephone and pager service to its e-commerce web site in
2000.

         QUALITY STORE PERSONNEL AND SERVICE. The Company attracts, develops and
motivates its associates through competitive compensation, incentives, training,
career path management and advancement opportunity. Each Company employee must
complete a one week training course at one of the Company's two training centers
before getting on the sales floor. As a consequence of such training, the
Company believes it offers a higher quality service and product knowledge about
its services and products than its competitors thereby promoting the attraction
and retention of customers.

         EFFECTIVE STORE DESIGN AND LAYOUT. The Company's stores are designed
for visual appeal and functionality in terms of product presentation and
customer service. The presentations allow customers to sample products and
services and to be instructed by sales personnel in the use and application of
the Company's products and services.

         SALES LOCATION EXPANSION. During 1999, the Company expanded its
operations outside of the State of Florida into the States of Georgia, South
Carolina and Virginia and has recently opened one sales location in Chattanooga,
Tennessee. The Company plans to continue to expand in those states as well as
expand into the States of Alabama and Maryland and the District of Columbia. The
Company is currently negotiating with malls in these areas and as the Company's
critical mass has grown, the Company has become better able to negotiate and
compete for high quality mall space. Furthermore, it is estimated that there are
over 70 independently operated small "mom & pop" wireless businesses in the
Company's existing market areas any of which may be a possible acquisition
candidate. However, the Company's expansion plans depend upon, among other
things, obtaining substantial additional financing in the form of debt and/or
equity. The Company has not currently obtained or identified any such financing.
Consequently, there is no assurance that the Company will be able to obtain any
additional financing or, if available, that such financing will be available on
terms acceptable to the Company. Consequently, the Company may be unable to
complete its expansion plans or such plans may be substantially delayed.

         INDUSTRY OVERVIEW

         The wireless communications industry has grown substantially in recent
years. Cellular telephone service has been one of the fastest growing markets
within the industry. From the inception of the cellular phone industry in 1983
until the end of 1997, the number of U.S. cellular subscribers had grown to
approximately 55 million. However, although having grown at an annual compound
rate of 41%, the national cellular subscriber base only reflects an average
market penetration of 20.4% based on the U.S. population. In 1996, PCS wireless
services were introduced in selected regions of the U.S., which resulted in
approximately 300,000 subscribers by year end. Paul Kagan Associates, Inc.
projects that by the year 2004 the number of cellular and PCS subscribers in the
U.S. will reach approximately 140 million. The Company currently only offers
cellular service in Central and South Florida due to its relationship with AT&T
Wireless Services in Florida but offers PCS service in the North Florida and at
all of its locations outside of the State of Florida. See "-Carrier Agreements"
and "-Business Strategy and Concept."

         TYPICAL RETAIL TRANSACTIONS

         CELLULAR AND PCS. In a typical cellular or PCS retail transaction, a
customer subscribes for service with the carrier such as AT&T Wireless Services
and purchases a telephone for which there is a gross profit of approximately
30-40% to the Company. The Company also receives a commission from the carrier.
The Company supplements its cellular phone sales with wireless accessories
including its own label, Bobby Allison Accessories, such as batteries, chargers,
carrying cases and hands-free kits, which generate an average gross margin of
approximately 75% for the Company. Prior to October of 1998, the Company paid
AT&T Wireless Services a high price for a wireless telephone which was then sold
at a loss by the Company. However, such loss was converted into a profit by a
substantial activation commission. Since October 1998, however, AT&T Wireless
Services has changed its policy and now sells the Company wireless telephones at
a lower price resulting in a gross profit on wireless telephone sales of, as
state


                                        7

<PAGE>   8



above, approximately 30-40% but then has correspondingly reduced activation
commissions. The resulting effect is a decrease in revenue and an offsetting
decrease in cost of goods sold resulting in no material effect to gross profit
or net income. This change has negatively affected reported revenue growth for
the year ended December 31 of 1999 as compared to 1998. See "Management's
Discussions and Analysis or Plan of Operation-Sources of Revenue."

         PAGING. In a typical paging retail transaction, the customer buys a
pager and three months of service for one price. Alternatively, a customer can
simply purchase a pager at full retail price. In each case, the customer's
initial payment exceeds the cost of the pager.

         ADVERTISING AND MARKETING

         The Company's enclosed regional mall-based real estate strategy
generally generates sufficient walk-by traffic to support satisfactory sales
levels without significant advertising campaigns. However, the Company engages
in some advertisement in its market areas through television, radio and print
advertisements featuring Bobby Allison, the reknown NASCAR driver. Pursuant to
the Company's license agreement with Bobby Allison, Bobby Allison is obligated
during each year to make eight (8) personal appearances such as a store grand
opening and devote forty-eight (48) hours of his time to advertising for the
Company such as the production of a television, radio or print advertisement.
See "Proprietary Information". Also, the Company earns co-operative advertising
credits for the sales of cellular phone service plans from its primary carriers
and utilizes these allowances for pre-opening advertising to promote new stores.
In addition, the Company's marketing department develops attractive and
informative in-store signage programs, which invites mall traffic into the
stores.

         CARRIER AND PAGER AGREEMENTS

         The Company's sales locations offer cellular and PCS wireless telephone
services and paging services pursuant to carrier agreements with each of AT&T
Wireless Services, AirTouch, Arch Paging, Nextel, Powertel, Priority Paging and
Triton PCS d/b/a SunCom. The Company currently sells AT&T Wireless Services'
cellular telephone service in Central and Southern Florida pursuant to a
generally exclusive carrier agreement with AT&T Wireless Services expiring
December 1, 2000. As the Company has maintained a good relationship with AT&T
Wireless Services since 1993, the Company believes that it is likely that the
agreement will be extended but not necessarily on the same terms. The Company
also has entered into non-exclusive carrier agreements with AT&T Wireless
Services in Georgia which may be canceled by either party with 60 days notice.
The Company's carrier agreement with Nextel is a non-exclusive agreement limited
to the Georgia market only and which expires in 2001. Currently, the Company is
working through a letter agreement with AirTouch pending completion of a final
agreement.

         The Company's carrier agreement with each of Powertel and Triton PCS
grants the Company the right to sell their services in all markets nationwide
serviced by Powertel and Triton PCS which each expires in 2002. Powertel
services markets throughout Alabama, Georgia and Tennessee. Triton PCS is
licensed to use the AT&T Wireless name under SunCom in geographic areas in the
South-East and Mid-Atlantic which are not serviced by AT&T Wireless Services
directly. Consequently, SunCom's market area cannot overlap with AT&T Wireless
Services' market area and are thus primarily non-metropolitan. The Company's
agreement with SunCom also calls for SunCom to pay approximately $1 million in
market development funds to the Company for the development of 21 Company sales
locations in SunCom's markets by March 2001. As a consequence, the Company has
agreed that SunCom shall be the exclusive carrier in these 21 sales locations
until March 2001. While the Company has the right to sell Powertel and SunCom
throughout their service area, the Company only sells such service where they
have a sales location in the States of Florida (other than Central and South
Florida), Georgia, South Carolina, North Carolina, Virginia and Tennessee.

         The Company generally receives activation commissions based on the
number of subscribers enlisted and the volume of activations. While management
believes that a canceled carrier agreement could likely be replaced with an
agreement with one of the carrier's competitors including PCS carriers, due to
the fact that the Company receives substantial activation commissions from AT&T
Wireless Services, the cancellation or non-renewal of the AT&T



                                        8

<PAGE>   9



Wireless Services carrier contract could have a significant effect on the
Company's financial condition and results of operations. The Company is also a
reseller of paging services, buying blocks of paging time from paging carriers
at a substantial discount and reselling paging services to its customers. The
Company's paging carrier agreements are generally for a term of one year which
automatically renews for successive one year terms unless terminated by either
party before such renewal. Paging customers are charged a monthly fee for local
service and additional fees for service in other markets.

         SUPPLIERS

         The Company purchases its inventory from a variety of sources, such as
suppliers, carriers and other large wholesale distributors. The Company
purchases all of its inventory through a centralized purchasing department that
tracks the inventory needs of each of its stores. The Company deals with its
suppliers on an order-by-order basis and seeks to find the lowest price with
quantity discounts. The purchasing department negotiates payment terms, vendor
financing of inventory and merchandise discounts with suppliers. The Company
currently purchases inventory from approximately 24 suppliers, the largest of
which is AT&T Wireless Services which sells the Company wireless telephones as
well as the service.

HISTORY OF THE COMPANY

         PRE-BANKRUPTCY

         The Company was incorporated in April 1996 as "2Connect Express, Inc."
and operated as a one-stop specialty retailer of internet, cellular, PCS,
paging, telephone, satellite and other communication-related services and
products under the name "2Connect, America's Total Communication Store". The
Company opened its first store in December 1996 at Coral Square Mall, an
enclosed regional mall in Coral Springs, Florida. The next nine (9) stores were
opened in strip shopping centers during the period from April 1997 through
November 1997 for a total of ten (10) stores. The stores ranged in size from
1,300 to 3,000 square feet. To finance its operations, the Company completed
three private placements and a public offering. In the first two private
placements completed in May of 1996, the Company sold 1,010,000 shares of Common
Stock for approximately $388,000. In the third private placement completed in
August of 1996, the Company sold 750,000 shares of Common Stock for
approximately $2.85 million after issuance costs. The Company had also initially
issued its founders 950,000 shares for nominal consideration. In May 1997, the
Company completed an initial public offering of 520,000 units (priced at $12.50
per unit) which (after underwriters discount and offering expenses) raised $5.3
million in net proceeds to the Company. Each unit was comprised of two shares of
Common Stock and one Common Stock Purchase Warrant to purchase one share of
Common Stock for $6.00 during an exercise period commencing one year from the
initial public offering date and ending 60 days thereafter. The proceeds of the
initial public offering were used for store expansion, advertising, creation of
systems and infrastructure and corporate overhead.

         The Company sustained significant losses in 1997 due to
(1) unprofitable store locations; (2) inability to cost effectively drive
traffic to those locations with advertising; (3) unsustainable corporate
overhead which was incurred in anticipation of rapid store growth; (4) excessive
inventory which turned slowly due to weak sales; (5) low margins due to
competitive pressures in the Company's South Florida markets and weak sales of
higher margin internet, long distance and other service business components.
During the last four months of 1997, the Company realized that store sales and
profits were not meeting the Company's expectations. On November 25, 1997, the
Company entered into a revolving credit agreement with Bay Tech Investments,
Inc. ("Bay Tech"), a company owned and operated by the father of the Company's
then President and CEO, Marc D. Fisherman. This credit facility provided for
borrowings of up to $1 million at an annual interest rate of prime plus 2%.
Notwithstanding this credit facility, the Company continued to experience
financial difficulty and declared bankruptcy.



                                        9

<PAGE>   10



         BANKRUPTCY

         On January 12, 1998, in order to restructure its financial obligations
and implement a strategy to improve the Company's unprofitable operating
results, the Company filed a voluntary petition for relief under Chapter 11
("Chapter 11 Filing") of Title II of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of Florida (the "Court"). Consequently, the Company became a
debtor-in-possession under Chapter 11 and could not engage in transactions
outside of the ordinary course of business without the approval of the Court.

         Immediately following the Chapter 11 Filing, the Company began to close
its retail stores and liquidate its assets which consisted primarily of selling
off inventory and collecting accounts receivables. The Company eventually sold
all of its inventory and other assets except for certain store fixtures and
closed its headquarters and nine (9) of its ten (10) retail stores leaving in
operation only the store located at the Coral Square Mall. Also immediately
following the Chapter 11 Filing, the Company reached an agreement with Bay Tech,
to convert the then existing credit facility into a secured debtor-in-possession
credit facility. The debtor-in-possession credit facility provided for
borrowings dependent upon the Company's level of inventory and accounts
receivable with maximum borrowings of $500,000. The agreement granted Bay Tech a
security interest in substantially all of the Company's assets. Advances under
the facility bore interest at 11%. At the time of the Chapter 11 Filing, the
Company had borrowed $275,000 under the original credit facility, which balance
rolled over to the debtor-in-possession credit facility. The
debtor-in-possession credit facility was originally scheduled to terminate on
February 28, 1998; however, the Company requested and received a thirty-day
extension of the debtor-in-possession credit facility until March 28, 1998. The
interest rate on advances under the debtor-in-possession credit facility during
the extension period was increased from 11% to 12%. On March 28, 1998, the
Company paid off the balance owed on the debtor-in-possession credit facility
plus accrued interest.

         On March 3, 1998, the Company announced that it had executed a Letter
of Intent with BAC whereby BAC would merge with and into a subsidiary of the
Company. The transaction was contingent upon completion of a definitive merger
agreement which would be incorporated into a Plan of Reorganization to be filed
with the Bankruptcy Court. The surviving entity of the merger was expected to be
financed principally by Sterne Agee & Leach, Inc. ("Sterne Agee"), an investment
banking firm that was the managing underwriter of the Company's initial public
offering in May 1997. The merger and related financing were anticipated to take
place following the Company's emergence from the bankruptcy proceeding. Also,
the surviving entity would retain the Coral Square Mall location in Coral
Springs, Florida which was the Company's one profitable retail location and
certain other assets including certain store fixtures and a computer system. In
order to induce the creditors of the Company to agree not to force the
liquidation of the Coral Square Mall location, the certain store fixtures and
the computer system which the Company wished to retain, Sterne Agee agreed to
make, subject to and upon the occurrence of certain events, a new value
contribution to the Company of $185,000 which monies were to be paid the to the
Company's creditors upon completion of the bankruptcy.

         On April 14, 1998, the Company filed the Plan of Reorganization and the
accompanying Disclosure Statement to be distributed to shareholders and
creditors. On May 1, 1998, the Company and BAC executed the definitive Merger
Agreement. Then, on May 6, 1998, the Company and BAC executed the Management
Agreement with BAC whereby BAC would assume the operation of the Company's one
remaining store at the Coral Square Mall location and be responsible for all
expenses related thereto. The Court approved the Management Agreement on June
16, 1998, which became effective June 18, 1998.

         After certain disagreements between the Company and Sterne Agee
regarding the triggering events for the new value contribution, on August 27,
1998, the Company and Sterne Agee entered into a settlement agreement
("Settlement Agreement") approved by the Court on the same day whereby Sterne
Agee would, as of the effective date of the Plan of Reorganization of the
Company filed with the Court, acquire out of bankruptcy 100% of the equity
interests of the Company and the Company would retain the Coral Square Mall
store lease and certain store fixtures. In consideration


                                       10

<PAGE>   11



for such acquisition, Sterne Agee agreed to make a new value contribution to the
bankruptcy estate for the benefit of the Company's creditors in the amount of
$175,000 ($10,000 of the original $185,000 had already been paid for the
retention of one of the Company's computer systems) which monies were placed in
escrow subject only to the Plan of Reorganization by the Court. Also, pursuant
to the terms of the Settlement Agreement and effective August 27, 1998, all of
the members of the Board of Directors, except for Marc D. Fishman, resigned from
the Board of Directors and Mr. Fishman, as the sole remaining director, and in
accordance with the Bylaws of the Company, appointed James S. Holbrook, Jr.,
Craig R. Heyward and F. Eugene Woodham, each of whom are employees of Sterne
Agee, to fill three of the vacancies. The Board of Directors further resolved to
appoint James S. Holbrook, Jr. as the Chairman of the Board and, in accordance
with the Bylaws of the Company, to designate that the Chairman of the Board is
the chief executive officer of the Company. Mr. Fishman later resigned from the
Board of Directors on October 26, 1998, the day before the effective date of the
Plan of Reorganization.

         To effect the Settlement Agreement, the Plan of Reorganization, as
amended, provided that, upon the effective date of the Plan of Reorganization,
all of the existing Common Stock of the Company was forever extinguished and
canceled and the Company issued 30,000 new shares of Common Stock to Sterne Agee
which constituted 100% of the issued and outstanding shares at such time making
the Company a wholly-owned subsidiary of Sterne Agee. Simultaneously, the
$175,000 held in escrow was released for payment to the creditors. The existing
shareholders of the Common Stock of the Company did not retain any interest in
the Company post-bankruptcy and their interests were extinguished and canceled.
The Company's Plan of Reorganization became effective on October 27, 1998. A
copy of the Company's Plan of Reorganization and amendments thereto was filed
with the Company's Form 10-QSB for the quarter ended October 31, 1998.

HISTORY OF BOBBY ALLISON

         BAC was founded in 1993 by Robert L. McGinnis and James L. Ralph as a
regional mall-based specialty retailer of wireless communications products and
services for the individual and small business customer and was an authorized
dealer of AT&T Wireless Services. As of December 31, 1998, BAC operated one
direct marketing location and 24 enclosed mall-based specialty retail locations
including the Company's one location at Coral Square Mall which BAC operated
pursuant to a Management Agreement by and between the Company and BAC from June
18, 1998 (the effective date of the Management Agreement) through December 31,
1998 (the date of the merger of BAC with the Company). A copy of the Management
Agreement was filed with the Company's Form 10-QSB for the quarter ended July
31, 1998.

         Until 1998, BAC financed its growth through internally generated cash,
loans to BAC by Messrs. McGinnis and Ralph of $125,000 each ($250,000 in the
aggregate), an asset based line of credit from Southern Commerce Bank and the
issuance of subordinated debentures in the aggregate amount of $500,000. In
1998, BAC was in need of additional funds for continued operation and expansion.
At such time, BAC had 10 stores. Sterne Agee agreed to loan BAC $200,000 upon
the execution by BAC of the Letter of Intent with the Company dated March 3,
1998 which provided for the merger of BAC with the Company upon completion of
the bankruptcy. See "History of the Company." The loan was collateralized by a
pledge of 10% of BAC's common stock owned by Messrs. McGinnis and Ralph. The
purpose of the loan, as discussed in the Letter of Intent, was to finance BAC
until the bankruptcy and hence the merger of BAC with the Company could be
completed which, at the time, was expected to occur in June of 1998. It was then
anticipated that Sterne Agee would assist the combined Company to raise capital,
the proceeds of which would be used in part to pay off such $200,000 loan. Due
to various problems including disagreements among the Company, Sterne Agee and a
group of the Company's creditor's and the failure of the Company to have its
financial statements audited or complete and file its Form 10-K for the year
ended January 31, 1998, the bankruptcy proceedings were not completed until
October 27, 1998. Consequently, Sterne Agee and its affiliates continued to
finance the operations of BAC from late May until August of 1998 through the
purchase of Series A 7.5% Convertible Subordinated Debentures of BAC in the
aggregate amount of $900,000. The Series A Convertible Subordinated Debentures
had a five (5) year term and bore interest at 7.5% per annum.


                                       11

<PAGE>   12



         In November of 1998, BAC amended and restated its Articles of
Incorporation to create three series of convertible preferred stock and
completed the following transactions: (i) agreed to repay $125,000 of BAC's
original subordinated debentures in January 1999; (ii) converted the remaining
$375,000 of the original non-convertible subordinated debentures into 15 shares
($25,000 per share) of BAC's Series A Convertible Preferred Stock; (iii)
converted Sterne Agee's $200,000 loan into 8 shares ($25,000 per share) of BAC's
Series B Convertible Preferred Stock, (iii) converted the $900,000 of Series A
Convertible Subordinated Debentures into 36 ($25,000 per share) Series B
Convertible Preferred Stock and (iv) converted the $150,000 of shareholder loans
from Messrs. McGinnis and Ralph into 6 shares ($25,000 per share) of Series B
Convertible Preferred Stock. Each series of preferred stock bore a cumulative
dividend of 7.5% and was non-voting except for major corporate events and upon
the breach of the terms of the preferred stock by BAC. All of the preferred
stock of BAC was converted into preferred stock of the Company pursuant to the
merger. See "History of the Company" and "The Merger."

         In December of 1998, BAC executed a new exclusive provider agreement
with AT&T Wireless Services pursuant to which BAC continued as an exclusive
provider of AT&T Wireless Services' cellular service in Florida and pursuant to
which AT&T Wireless Services approved the merger of BAC into the Company's
subsidiary, BAW. Also, on December 30, 1998, BAC refinanced the Southern
Commerce Bank loan which had a balance of $346,000 with a term loan from
SouthTrust Bank in the amount of $350,000. Since December 30, 1998, the Company
has entered into a line of credit over and above the term loan with SouthTrust
Bank whereby the Company may borrow as needed up to $500,000. Finally, BAC,
effective December 31, 1998, renegotiated its license agreement with Robert A.
Allison a/k/a/ Bobby Allison, the reknown NASCAR driver whereby Bobby Allison
agreed to license to BAC his name and provide to BAC a specific amount of his
time for promotional events and advertisement. The license agreement recognized
the merger and that the Company would become the beneficiary of the license
agreement after the merger. See "Proprietary Information"

THE MERGER

         Effective at 11:59 p.m. December 31, 1998, the Company completed its
merger ("Merger") with BAC whereby BAC was merged with and into BAW, with BAW
surviving the Merger. The Merger was effected pursuant to that certain Merger
Agreement by and among the Company, BAW, BAC and all of the Shareholders of BAC
(Robert L. McGinnis and James L. Ralph) dated May 1, 1998 ("Merger Agreement"),
as amended October 26, 1998 ("Amendment"). Pursuant to the terms of the Merger
Agreement, the following occurred: (i) BAW survived the Merger, remained a
wholly owned subsidiary of the Company and changed its name from "2Connect
Acquisition Corp." to "Bobby Allison Wireless, Inc."; (ii) the holders of the
common stock of BAC, Messrs. McGinnis and Ralph, each received for such shares
(A) 175,000 shares (350,000 in the aggregate) of the Common Stock and (B) a
$125,000 debenture ($250,000 in the aggregate) bearing interest at 7.5% per
annum amortized over three (3) years; (iii) each share of the 15 outstanding
shares of 7.5% Series A Convertible Preferred Stock of BAC was converted into a
share of 7.5% Series A Convertible Preferred Stock of the Company, par value
$1.00 per share ("Series A Preferred Stock"), and each of which has a face value
of $25,000, is non-voting except for significant corporate action or upon
default and is convertible into 4,166 shares of Common Stock or, in the
aggregate, 62,490 shares of Common Stock; (iv) each share of the 50 outstanding
shares of 7.5% Series B Convertible Preferred Stock of BAC was converted into a
share of 7.5% Series B Convertible Preferred Stock of the Company, par value
$1.00 per share ("Series B Preferred Stock"), and each of which has a face value
of $25,000, is non-voting except for significant corporate action or upon
default and is convertible into 4,166 shares of Common Stock or, in the
aggregate, 208,300 shares of Common Stock; (v) Craig R. Heyward and F. Eugene
Woodham resigned from the Board of Directors of the Company and Messrs. McGinnis
and Ralph were elected to fill such vacancies and (vi) James S. Holbrook, Jr.,
former Chairman and CEO of the Company, and F. Eugene Woodham, former Secretary
and Treasurer of the Company, resigned as officers of the Company and Robert L.
McGinnis was appointed to serve as Chairman, CEO and Treasurer and James L.
Ralph was appointed to serve as President and Secretary. Messrs. McGinnis and
Ralph have also entered into employment contracts with the Company effective
December 31, 1998. See "Item 10 - Executive Compensation" below for a
description of the employment contracts.


                                       12

<PAGE>   13



         As a result of the Merger, the sole shareholders of BAC, Robert L.
McGinnis and James L. Ralph, acquired control of the Company and the
headquarters of the Company were moved from 3500 Gateway Drive, Suite 101,
Pompano Beach, Florida 33069 to space occupied by BAC at 2055 Lake Avenue, S.E.,
Suite A, Largo, Florida 33771. Prior to the Merger, there were 130,000 shares of
Common Stock outstanding. Pursuant to the Merger, Messrs. McGinnis and Ralph,
the sole shareholders of BAC, were each issued 175,000 shares (350,000 in the
aggregate) of Common Stock and a $125,000 debenture ($250,000 in the aggregate)
of the Company bearing interest at 7.5% per annum amortized over three (3)
years. Also, Messrs. McGinnis and Ralph were issued 3 shares (6 in the
aggregate) of the Series B Preferred Stock convertible into 24,996 shares of
Common Stock, one of which Mr. McGinnis has since gifted. Consequently, as a
result of the Merger, Messrs. McGinnis and Ralph owned approximately 73% of the
outstanding Common Stock, no Series A Preferred Stock and 12% of the Series B
Preferred Stock. Also, as a consequence of the Merger, Messrs. McGinnis and
Ralph were appointed as 2 of the 3 members of the Board of Directors and elected
as the sole executive officers of the Company.

         As reflected in Item 11 - Security Ownership of Certain Beneficial
Owners and Management, while Messrs. McGinnis and Ralph still own approximately
73% of the outstanding Common Stock, their percentage ownership of the
outstanding Common Stock would be diluted to under 50% if all of the Company's
outstanding convertible preferred stock (including the shares owned by Messrs.
McGinnis and Ralph) is converted into Common Stock. In January of 1999, the
Company adopted the Bobby Allison Wireless Corporation 1999 Stock Option Plan
and has granted each of Messrs. McGinnis and Ralph an option to purchase 10,000
shares of Common Stock at $6.00 per share which represents approximately 36% of
all options granted under the plan. The exercise of these existing options will
not increase Messrs. McGinnis and Ralph's ownership above 50%.

         Although BAC merged into a subsidiary of the Company, BAW, the
transaction was accounted for as a purchase of the Company by BAC (a reverse
acquisition in which BAC is considered the acquirer for accounting purposes)
since the stockholders of BAC obtained a majority of the voting rights of the
Company as a result of this transaction. Accordingly, the historical financial
statements of the Company for the periods prior to the time of the Merger are
those of BAC. The balance sheet, as of December 31, 1998, is that of BAC's after
giving effect to the Merger.

         A copy of the Merger Agreement and Amendment were filed as Exhibit 2.1
and 2.2 to the Company's Form 8-K filed January 8, 1998.

EMPLOYEES

         As of March 20, 2000, the Company had 298 full-time and 75 part-time
employees. None of the Company's employees are covered by collective bargaining
agreements. The Company believes that employee morale and company culture are
important to its retailing success, and that its relations with its employees
are good.

COMPETITION

         The Company is subject to intense competition from existing channels of
distribution, such as service providers, dealers, and retailers. There can be no
assurance that the Company will be able to compete effectively. Existing
retailers could alter their business strategies to be more closely aligned with
the Company's retailing concept to compete more effectively in the
communications and information services category. Moreover, these retailers may
have one or more of the following competitive advantages, among others: brand
name recognition, a more established store system, superior buying power, a more
established customer base, greater financial resources and a history of
financial performance, better real estate locations, more experienced sales and
management staff and greater knowledge of local customer shopping habits.
Additionally, other start-up operations could open in the Company's targeted
markets, thus hindering the Company's growth plans. The Company believes that
ultimately its most formidable competitor may be its suppliers, namely the
service providers of cellular, paging, PCS and long distance telephone.


                                       13

<PAGE>   14


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.

PROPRIETARY INFORMATION

         The Company uses "Bobby Allison Cellular and Pager" and "Bobby Allison
Wireless" as trade names and service marks in connection with its retail stores.
The Company still has registered with the United States Patent and Trademark
Office as trademarks the names "2Connect, America's Total Communication Store"
and"2Connect, Freedom of Choice in Communications"; however, the Company does
not intend to use these marks any more.

         The Company has a License Agreement effective December 31, 1998 with
Robert A. Allison a/k/a/ Bobby Allison, the reknown NASCAR driver, whereby the
Company may utilize Mr. Allison's name in connection with its operations. Also,
Mr. Allison is required to make 8 personal promotional appearances and spend up
to 48 hours on advertising campaigns such as television, radio or print
advertisement. The initial term of the License Agreement is ten (10) years which
commenced on December 31, 1998. The Company has options to renew the License
Agreement for five (5) successive five (5) year terms for a total term
(including the initial term) of 35 years. In consideration of this license and
these services, the Company pays Bobby Allison a fixed annual fee of $36,000 per
year during the first year and $48,000 per year for the following nine (9)
years, $52,800 per year during the first five year renewal period, $58,000 per
year for the second five year renewal period, $63,900 during the third five year
renewal period, $70,300 per year during the fourth five year renewal period and
$77,300 per year during the fifth five year renewal period ("Fixed Fees"). In
addition to the Fixed Fees, the Company will pay Bobby Allison a contingent fee
equal to the difference between that amount which is equal to one-tenth of one
percent of the Company's annual net sales, and the Fixed Fee for such year with
respect to the Company's first $100 million of annual net sales plus that amount
equal to three-hundredths of one percent of annual net sales over $100 million.
The Company also granted Bobby Allison an option to purchase 7,500 shares of
Common Stock at $6.00 per share. This option terminates at the option of the
Company if Bobby Allison breaches the License Agreement.

         The Company is not a party to any franchise agreements and has no plan
to enter into franchise relationships in the future.

MANAGEMENT INFORMATION SYSTEMS

         The Company believes that a high level of technology and automation are
essential to its business and therefore has invested considerable resources in
computer hardware and systems applications. These systems integrate all major
aspects of the Company's business including monitoring of sales, inventory and
financial reporting. All of the Company's stores are equipped with point-of-sale
terminals which are linked to the Company's central computer at its headquarters
in Largo, Florida. These point of sale terminals are polled nightly and provide
sales, cost, gross margin and commission information from each location.

REGULATION

         Compliance by the Company with federal, state and local laws and
regulations, including, without limitation, environmental protection laws, has
not had, and is not expected to have, a material effect on capital expenditures,
earnings or the competitive position of the Company.



                                       14

<PAGE>   15


EXECUTIVE OFFICES

         The Company's principal executive offices are located at 2055 Lake
Avenue, S.E., Suite A, Largo, Florida, 33771, and its telephone number is (727)
584-7902. The Company plans to move its principle executive offices to 1200
Starkey Road, Largo, Florida, 33771 in June 2000.

ITEM 2.  DESCRIPTION OF PROPERTY.

         As of March 20, 2000, the Company had 64 sales locations consisting of
36 in-line stores, 26 kiosks and 2 RMUs under the name "Bobby Allison Cellular &
Pager" or "Bobby Allison Wireless" in regional malls throughout the South East
and Mid-Atlantic. As the Company began operations in Florida, the majority of
its sales locations (42) are in the State of Florida. Beginning in 1999,
however, the Company began its expansion plans outside of the State of Florida
and has since expanded into the States of Georgia (14), South Carolina (3),
North Carolina (2), Virginia (2) and Tennessee (1). All of the Company's sales
locations are leased. The Company currently expects that its policy of leasing
rather than owning will continue. The Company's leases generally provide for
original lease terms of five to ten years and contain provisions for increasing
rents. The Company's in-line stores are, on average, from 700 to 1,000 square
feet, the Company's kiosks range in size from 100 to 200 square feet and the
Company's RMUs are approximately 50 square feet.

         The Company's corporate headquarters, which are also leased, are
currently located at 2055 Lake Avenue, S.E., Suite A, Largo, Florida and occupy
approximately 4300 square feet, of which 1500 square feet serves as a central
warehouse and 2800 square feet serves as office space. In June 2000, the Company
plans to move its corporate headquarters and warehousing to a larger facility of
approximately 17,000 square feet approximately 9,000 office and 8,000 warehouse
located at 1200 Starkey Road, Largo, Florida. The central warehouse is used to
temporarily store merchandise for distribution and used to initially stock new
stores upon their opening. The Company also maintains two training facilities,
one in Lakeland, Florida and one in Atlanta, Georgia. These facilities are
approximately 1,000 and 800 square feet, respectively. The Company expects to
open a third training facility in South Florida in April 2000.

ITEM 3.  LEGAL PROCEEDINGS.

         The Company is not involved in any legal proceedings which are expected
to have a material effect on the Company's results of operations or financial
condition, nor is it aware of any threatened litigation.

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

         None


                                       15

<PAGE>   16



                                     PART II


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

         The Company's units were previously traded on the OTC Bulletin Board
under the symbol "CNTCU" during 1997 and 1998. After the units terminated on May
9, 1998 the Common Stock, a component of the unit, on the OTC Bulletin Board
under the symbol "CNTC" and then after the bankruptcy filing, the symbol
"CNTCQ". Upon the effective date of the Company's Plan of Reorganization on
October 27, 1998, the outstanding Common Stock was forever extinguished and the
Common Stock ceased to trade any further.

         The Company has not paid dividends since its initial public offering,
and does not anticipate paying dividends in the foreseeable future.

         As of March 20, 2000, Company had a total of 26 shareholders, 4 holders
of record of the Company's Common Stock and 22 holders of record of the
Company's Preferred Stock (each of the holders of the Company's Common Stock are
also holders of the Company's Preferred Stock). The following table sets forth
the high, low and closing bid prices of the Company's Common Stock during each
quarter in the two year period ended December 31, 1999:


<TABLE>
<CAPTION>
                              First Quarter          Second Quarter           Third Quarter          Fourth Quarter
                              -------------          --------------           -------------          --------------
<S>                               <C>                    <C>                     <C>                     <C>
         1998:
         -----
         High Bid                 $3.250                 $1.125                  $0.375                  $0.218
         Low Bid                  $0.125                 $0.370                  $0.062                  $0.031
         Closing Bid              $0.500                 $0.625                  $0.062                     -*

         1999:
         -----
         High Bid                   -                       -                       -                       -
         Low Bid                    -                       -                       -                       -
         Closing Bid                -                       -                       -                       -


</TABLE>
----------

* On October 27, 1998, upon order of the U.S. Bankruptcy Court confirming the
Company's Plan of Reorganization, all of the then outstanding Common Stock of
the Company was forever canceled and extinguished and new shares were issued to
Sterne Agee & Leach, Inc. Consequently, the Common Stock ceased to trade any
further. The last sale on October 27, 1998 was at $.15 per share.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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 20, 2000, had
64 sales locations including 36 in-line stores, 26 kiosks, and 2 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, AirTouch, Nextel, 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 plans to continue to expand in these other states as well as 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



                                       16

<PAGE>   17



has not currently obtained the necessary financing or identified any such
financing. Consequently, there is not 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 year ended
December 31, 1999, retail sales represented approximately 58% of the Company's
revenues and 43% of the Company's gross profit. As the customer makes payment at
the cash register or by credit card on the e-commerce web site, retail sales do
not produce any accounts receivables. The e-commerce web site was not launched
until January 2000; therefore, 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 primarily 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.

         AT&T Wireless Services is the Company's largest carrier with which the
Company has a generally exclusive relationship in the Central and South Florida
markets pursuant to an agreement which, unless both AT&T Wireless Services and
the Company agree to an extension, expires on December 1, 2000. As the Company
has maintained a good relationship with AT&T Wireless Services since 1993, the
Company believes that it is likely that the agreement will be extended but not
necessarily on the same terms. Outside of Central and South Florida, however,
the Company has non-exclusive carrier contracts with one or more of either AT&T
Wireless Services, AirTouch, Nextel, Powertel or SunCom. For the year ended
December 31, 1999, activation income represented approximately 36.7% of the
Company's revenues, approximately 50.5% of the Company's gross profits and
approximately 69.1% of the Company's accounts receivables (AT&T Wireless
Services accounted for approximately 27%, 42% and 46%, respectively).

         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 is negotiating to sell prepaid services for other
carriers. 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.


                                       17

<PAGE>   18




         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.

         PAGER SERVICES. Pager services include activation commissions as well
as residual payments on pagers. Pager residual payments are received for the
pager air time that the Company buys wholesale from paging carriers and then
resells to individuals and small businesses.The Company sells pager services for
several pager carriers. For the year ended December 31, 1999, pager services
represented approximately 4% of the Company's revenues and 7% of the Company's
gross profit.

         A change in sales and commissions policies at AT&T Wireless Services
effective in October of 1998 has had a negative effect on the Company's gross
revenues in 1998 and 1999 but has not had any material effect on the Company's
gross profit or net income. Prior to October of 1998, the Company would pay AT&T
Wireless Services a price for a telephone and sell the same telephone to the
consumer for a substantial loss. A substantial activation commission paid to the
Company by AT&T Wireless Services would convert this loss into a profit.
Effective October 1998, AT&T Wireless Services changed its policy. It has
substantially reduced the activation commission previously payable to the
Company but, at the same time, has substantially reduced the price of the
wireless telephones it sells to the Company by an amount approximately equal to
the reduction of the activation commission. As a result, the Company makes a
profit rather than incurring a loss on the sale of the wireless telephones but
at the same time receives a lower activation commission. In summary, AT&T
Wireless Services has simply shifted its subsidy for the cost of the wireless
telephones from the activation commission to the actual sales price of the
wireless telephone. As a result, this payment shift materially decreases both
gross revenues and cost of goods sold but has no material affect on the
Company's gross profit or its net income.

         The AT&T Wireless Services policy change negatively affected the
Company's same sales location sales (i.e. same store sales) growth which grew
approximately 6.9% from the year ended December 31, 1998 to the year ended
December 31, 1999 after adjustment for this policy change and which grew 36.2%
from the year ended December 31, 1997 to the year ended December 31, 1998 after
adjustment for this policy change. Because the payment shift did not occur until
the Fall of 1998, it had less negative affect on same sales location sales
comparisons for the year ended December 31, 1998 versus the year ended December
31, 1997 than it had on such comparisons for the year ended December 31, 1999
versus the year ended December 31, 1998 when it was in place for a full twelve
months.

         In contrast, because gross profit is not materially effected by the
revenues decrease, then gross profit represents a greater percentage of revenues
and consequently, the Company's gross profit margin increased from approximately
44.2% in the year ended December 31, 1997 to approximately 51.7% in the year
ended December 31, 1998 (which only reflected this change for a short period of
time in 1998). The gross profit margin rose to 64.0% as of December 31, 1999 and
is expected to remain relatively constant (absent unexpected changes in market
conditions and Company operations) throughout the foreseeable future.

         Comparable store sales include only stores owned and operated by the
Company for at least 12 full months and are comprised of retail sales and
activation commissions.

         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.



                                       18

<PAGE>   19
RESULTS OF OPERATIONS

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


<TABLE>
<CAPTION>
                                                            For the Year Ended      For the Year Ended
                                                            December 31, 1999       December 31, 1998
                                                            -----------------       -----------------
<S>                                                               <C>                       <C>
Total Revenue...........................................          100.0%                   100.0%
Cost of Sales...........................................           36.0%                    48.3%
Gross Profit............................................           64.0%                    51.7%
Selling, General and Administrative Expenses                       53.6%                    44.4%
(Excluding Depreciation)................................
Depreciation and Amortization...........................            3.3%                     2.2%
Operating Income........................................            7.3%                     5.2%
Interest Expense........................................            0.1%                     3.7%
Income Tax Expense......................................            2.5%                     5.5%
Net Income..............................................            3.9%                     0.7%


</TABLE>

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1999 TO THE YEAR ENDED DECEMBER 31,
1998

         TOTAL REVENUE. Total Revenue was $14,754,491 for the year ended
December 31, 1999 as compared to $8,146,369 for the year ended December 31, 1998
or an increase of $6,608,122 or 81.1%. This increase reflects the increase in
sales location count from 22 to 59 sales locations. Comparable sales location
sales for the year ended December 31, 1999 increased by $303,168 or
approximately 6.9% as compared to the year ended December 31, 1998. As stated
above, comparable stores sales include only sales locations owned and operated
by the Company for at least 12 full months and are effected by the AT&T Wireless
Services payment shift. The Company operated 59 stores at December 31, 1999, 24
of which had then been owned and operated for at least 12 months. See "-Sources
of Revenue."

         GROSS PROFIT. Gross profit was $9,442,469 for the year ended December
31, 1999 as compared to $4,211,434 for the year ended December 31, 1998 or an
increase of $5,231,035 or 124.2%, largely reflecting the increase in stores
operated during the year ended December 31, 1999. Gross profit as a percentage
of net sales increased from 51.7% in the year ended December 31, 1998 to 64% in
the year ended December 31, 1999. This increase in gross profit resulted
primarily from the decrease in revenue and costs of goods sold resulting from
the shift by AT&T Wireless Services of payments for activation commissions to a
reduction in the price that it sells wireless telephones to the Company and an
increase in market development funds paid to the Company by its carriers.

         In December 1998, a major carrier converted $262,062 owed by the
Company to a market development funds payment. In January 1999, the Company
received additional market development funds of $200,000 from this carrier under
the same agreement. The Company recorded the market development funds as
deferred income because the Company would have had to repay all $462,062 if the
Company had terminated its relationship with such carrier before December of
1999 and will have to repay one-half or $231,031 if the Company terminates its
relationship with such carrier before December of 2000. Consequently, the
Company recognized $231,031 as activation income on November 30, 1999 and
expects to recognize the remaining $231,031 as activation income on November 30,
2000. In 1999, the Company also received $350,000 from a carrier which was used
to fund the Company's expansion into Georgia, North Carolina and South Carolina.
Total activation income during 1999 from market development funds from the two
sources totaled approximately $596,000. There was no such comparable income
included in the prior year gross profit.
See "-Sources of Revenue."

         OPERATING EXPENSES. Selling, general and administrative expense was
$8,373,563 for the year ended December 31, 1999 as compared to $3,789,371 for
the year ended December 31, 1998 or an increase of $4,584,192 or approximately
121%, largely as a result of the Company's store expansion in 1999. Corporate
headquarter's expenses,



                                       19

<PAGE>   20



included therein, increased due primarily to increased costs necessitated by the
Company's growth and anticipated future growth including, but not limited to,
support and training, advertising and marketing and merchandising and
allocation/distribution.

         NET INTEREST EXPENSE. Net interest expense was $125,140 for the year
ended December 31, 1999 as compared to $296,469 for the year ended December 31,
1998 or a decrease of $171,329 or 57.8% due to lower average borrowings
outstanding during 1999 versus 1998. The lower average borrowings in 1999
resulted from the conversion of debt to preferred stock, conversion of debt by a
carrier to market development funds and the pay off of long-term debt with the
proceeds of issuances of preferred stock in November and December of 1998.

         NET INCOME/LOSS. The Company had net income of $571,766 for the year
ended December 31, 1999 as compared to net income of $67,622 for the year ended
December 31, 1998 or an increase of $504,144 or 745.5%, primarily as a result of
the Company's store expansion and receipt of market development funds. Market
development funds represented approximately $363,560 of such increase but there
is no assurance that these payments will recur.

LIQUIDITY AND CAPITAL RESOURCES

         The Company had $526,441 of net working capital at December 31, 1999
compared to net working capital $82,381 at December 31, 1998. The increase in
net working capital was due primarily to the issuance of preferred securities
and long term debt, the proceeds of which were used to increase inventory
levels, fund store build-outs and build cash reserves.

         On February 24, 1999, the Company consummated (i) a term loan from
SouthTrust Bank in the amount of $350,000 and (ii) a line of credit with
SouthTrust Bank by which the Company may borrow up to a maximum of $500,000 for
working capital. The term loan is amortized over 3 years at a rate of 8.5% per
annum. The line of credit has revolving payment terms, is due upon demand and
bears interest at prime plus 1% (9.5% as of December 31, 1999). Both the term
loan and the line of credit are secured by a first position on substantially all
of the Company's assets, primarily inventory and accounts receivables.

         On November 19, 1999, the Company secured a revolving note loan from
Colonial Bank by which the Company may borrow up to $1 million and which was
extended to $1,500,000 on February 23, 2000. The note is due January 31, 2001
and bears interest at the Colonial Bank Base Rate as determined from time to
time. The note is secured by a second position on the Company's assets and, up
to $1 million, by the guarantees of certain shareholders. See "Item 12 - Certain
Relationships and Related Transactions". As of March 20, 2000, the Company had
drawn down all but $250,000 of the lines of credit.

         The Company's net cash provided by operating activities for the year
ended December 31, 1999 was $939,196 as compared to net cash used by operating
activities of $466,833 for the year ended December 31, 1998 or change in cash
provided by operating activities of $1,406,029. This increase was primarily due
to increases in accounts receivable from activation income and inventories
associated with new stores. This net cash used in investing activities for the
year ended December 31, 1999 increased $2,089,844 as compared to the year ended
December 31, 1998 related primarily to the purchase of leasehold improvements
and equipment required to support new store growth. The net cash provided by
financing activities for the year ended December 31, 1999 increased by
$1,060,424 as compared to the year ended December 31, 1998 related primarily to
the procurement of bank debt and the issuance of preferred securities totaling
$2,650,000 and reduced by the repayment of debt totaling $627,448.

         The Company believes it can satisfy its cash demands during the next 12
months out of internally generated cash flow. 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


                                       20

<PAGE>   21



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.

NET OPERATING LOSS CARRY-FORWARDS AND DEFERRED TAX ASSETS

         At December 31, 1999, the Company had no net operating loss carry
forward for federal income tax purposes. As of December 31, 1999, the Company
had a total deferred tax asset of $95,000 consisting of $64,000 from leasehold
improvements and $31,000 from accounts receivables. See Notes to Consolidated
Financial Statements - Note 8.

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.

YEAR 2000 READINESS DISCLOSURE

          The Company has updated its computer systems, particularly its
point-of-sale systems and had no Year 2000 issues upon the system roll-over to
January 2000. Consequently, the Company believes that the Year 2000 issue will
not pose significant operations problems for the Company's computer systems and
the Company does not expect to incur any significant additional costs regarding
the Year 2000 issue. The Company has not and does not plan to develop a
contingency plan for the failure of the equipment or systems. The Company will
resort to manual operations in the event of a failure. The Company's cost of
updating its computer system was less than $50,000.











                                       21

<PAGE>   22



ITEM 7. FINANCIAL STATEMENTS.


         INDEX TO FINANCIAL STATEMENTS: The financial statements of the Company
listed below have been included on the succeeding pages of this Item 7.

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----
<S>                                                                                                       <C>
Report of Independent Auditors                                                                           23

Financial Statements

         Consolidated balance sheets at December 31, 1999 and 1998.                                     24-25

         Consolidated income statements for the years ended December 31, 1999
           and 1998.                                                                                      26

         Consolidated statements of stockholders' equity for the year ended
           December 31, 1999 and 1998.                                                                    27

         Consolidated statements of cash flows for the year ended December 31,
            1999 and 1998.                                                                                28

         Notes to consolidated financial statements                                                     29-51



</TABLE>


                                       22

<PAGE>   23



REPORT OF INDEPENDENT AUDITORS


Board of Directors and Shareholders
Bobby Allison Wireless Corporation and Subsidiary


We have audited the accompanying consolidated balance sheets of Bobby Allison
Wireless Corporation (formerly 2Connect Express, Inc.) and Subsidiary as of
December 31, 1999 and 1998 and the related consolidated statements of income,
stockholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bobby Allison Wireless
Corporation and Subsidiary at December 31, 1999 and 1998, and the results of
their operations and cash flows for the years then ended, in conformity with
generally accepted accounting principles.




                                                    BDO Seidman LLP
                                                    Orlando, Florida


February 17, 2000, except for Note 3,
  which is as of February 23, 2000





                                       23
<PAGE>   24


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                           Consolidated Balance Sheets

================================================================================


<TABLE>
<CAPTION>

December 31,                                                                             1999                 1998
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                   <C>
ASSETS (Note 3)

CURRENT:
  Cash                                                                                $  624,869            $  125,155
  Accounts receivable, less allowance for doubtful accounts of $83,027
     and $76,144                                                                       2,408,839               684,344
  Accounts receivable from related party                                                  18,800                    --
  Inventories                                                                          2,606,907               645,976
  Prepaid expenses                                                                        52,546                29,091
  Deferred tax asset (Note 8)                                                             31,000                24,000
----------------------------------------------------------------------------------------------------------------------
         TOTAL CURRENT ASSETS                                                          5,742,961             1,508,566
----------------------------------------------------------------------------------------------------------------------

LEASEHOLD IMPROVEMENTS AND EQUIPMENT, at cost:
  Office equipment and furniture                                                       1,226,323               628,182
  Leasehold improvements                                                               2,058,336               310,671
  Automotive equipment                                                                    12,944                11,215
----------------------------------------------------------------------------------------------------------------------

                                                                                       3,297,603               950,068
  Less accumulated depreciation                                                          699,902               265,491
----------------------------------------------------------------------------------------------------------------------

         NET LEASEHOLD IMPROVEMENTS AND EQUIPMENT                                      2,597,701               684,577
----------------------------------------------------------------------------------------------------------------------

OTHER ASSETS:
  Goodwill and other intangible assets, net of accumulated amortization of
    $172,939 and $135,442 (Note 2)                                                       312,900               350,397
  Deferred tax asset (Note 8)                                                             64,000               156,000
  Deposits                                                                                51,456                25,038
----------------------------------------------------------------------------------------------------------------------

         TOTAL OTHER ASSETS                                                              428,356               531,435
----------------------------------------------------------------------------------------------------------------------

                                                                                      $8,769,018            $2,724,578
======================================================================================================================

</TABLE>

                    SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




                                       24
<PAGE>   25


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                           Consolidated Balance Sheets

================================================================================


<TABLE>
<CAPTION>

December 31,                                                                               1999                    1998
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                     <C>
CURRENT LIABILITIES:
  Accounts payable                                                                     $ 3,521,170             $   550,156
  Accrued expenses                                                                         901,053                 266,624
  Deferred income (Note 4)                                                                 281,691                 315,528
  Current maturities of long-term debt (Note 3)                                            417,697                  94,458
  Current maturities of related party long-term debt (Note 3)                               94,909                  74,419
  Convertible debenture (Note 3)                                                                --                 125,000
---------------------------------------------------------------------------------------------------------------------------

         TOTAL CURRENT LIABILITIES                                                       5,216,520               1,426,185

LONG-TERM LIABILITIES:
  Long-term related party debt, less current maturities (Note 3)                            92,401                 175,581
  Long-term debt, less current maturities (Note 3)                                       1,259,385                 266,380
---------------------------------------------------------------------------------------------------------------------------

         TOTAL LIABILITIES                                                               6,568,306               1,868,146
---------------------------------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (Note 11)                                                         --                      --

PREFERRED STOCK (Note 5):
  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:
  Series C convertible preferred stock, $1.00 par, shares authorized 250;
    outstanding 32                                                                         800,000                      --
  Common stock, $.01 par; 25 million shares authorized; 480,000 outstanding                  4,800                   4,800
  Additional paid-in capital                                                               205,365                 100,405
  Deficit                                                                                 (434,453)               (873,773)
---------------------------------------------------------------------------------------------------------------------------

         TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                              575,712                (768,568)
---------------------------------------------------------------------------------------------------------------------------

                                                                                       $ 8,769,018             $ 2,724,578
===========================================================================================================================
</TABLE>

                    SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.





                                       25
<PAGE>   26


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                         Consolidated Income Statements


================================================================================



<TABLE>
<CAPTION>
Year Ended December 31,                                       1999                    1998
------------------------------------------------------------------------------------------------
<S>                                                       <C>                      <C>
REVENUES:
  Product sales                                           $  8,504,641             $ 3,361,413
  Activation income                                          5,420,022               4,153,156
  Pager services                                               829,828                 631,800
------------------------------------------------------------------------------------------------

         Total revenues                                     14,754,491               8,146,369

COST OF SALES                                                5,312,022               3,934,935
------------------------------------------------------------------------------------------------

         Gross profit                                        9,442,469               4,211,434
------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
  Selling, general and administrative expenses               7,901,655               3,613,255
  Depreciation and amortization                                471,908                 176,116
------------------------------------------------------------------------------------------------

         Total operating expenses                            8,373,563               3,789,371
------------------------------------------------------------------------------------------------

         Operating income                                    1,068,906                 422,063
------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
  Interest expense                                            (136,540)               (301,411)
  Interest income                                               11,400                   4,942
  Other expense                                                     --                 (12,972)
------------------------------------------------------------------------------------------------

         Total other income (expense)                         (125,140)               (309,441)
------------------------------------------------------------------------------------------------

INCOME BEFORE TAXES ON INCOME                                  943,766                 112,622

INCOME TAX EXPENSE (Note 8)                                    372,000                  45,000
------------------------------------------------------------------------------------------------

NET INCOME                                                     571,766                  67,622

PREFERRED STOCK DIVIDENDS                                     (132,446)                (13,736)
------------------------------------------------------------------------------------------------

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS               $    439,320             $    53,886
================================================================================================
EARNINGS PER COMMON SHARE (Note 2):
  Basic                                                   $        .92             $       .11
  Diluted                                                          .78                     .11
------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE SHARES OUTSTANDING (Note 2):
  Basic                                                        480,000                 480,000
  Diluted                                                      758,594                 480,000
================================================================================================


</TABLE>

                    SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




                                       26
<PAGE>   27


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                 Consolidated Statements of Stockholders' Equity


================================================================================

<TABLE>
<CAPTION>

                               Common Stock        Preferred Stock      Additional
                              ----------------     ----------------       Paid-in                       Treasury
                              Shares    Amount     Shares    Amount       Capital         Deficit        Stock           Total
---------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>     <C>         <C>     <C>           <C>             <C>             <C>           <C>
BALANCE, December 31, 1997     4,330   $    43       --    $     --      $   2,287       $(927,659)      $(6,500)      $(931,829)

Cancellation of treasury
  stock                         (330)       (3)      --          --         (6,497)             --         6,500              --

Record reverse merger
  (Notes 1[C] and 2[A])      476,000     4,760       --          --        104,615              --            --         109,375

Preferred stock dividend          --        --       --          --             --         (13,736)           --         (13,736)

Net income                        --        --       --          --             --          67,622            --          67,622
---------------------------------------------------------------------------------------------------------------------------------

BALANCE, December 31, 1998   480,000     4,800       --          --        100,405        (873,773)           --        (768,568)

Preferred stock dividend          --        --       --          --             --        (132,446)           --        (132,446)

Common stock warrants
  (Note 6)                        --        --       --          --        104,960              --            --         104,960

Series C preferred stock          --        --       32     800,000             --              --            --         800,000

Net income                        --        --       --          --             --         571,766            --         571,766
---------------------------------------------------------------------------------------------------------------------------------


BALANCE, December 31, 1999   480,000   $ 4,800       32    $800,000      $ 205,365       $(434,453)      $    --       $ 575,712
=================================================================================================================================
</TABLE>


                    SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




                                       27
<PAGE>   28


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

================================================================================


<TABLE>
<CAPTION>


Year Ended December 31,                                                        1999              1998
-----------------------------------------------------------------------------------------------------------
<S>                                                                       <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                              $   571,766       $    67,622
  Adjustments to reconcile net income to net cash used for operating
    activities:
      Depreciation and amortization                                           471,908           176,116
      Amortization of debt discount                                            10,955                --
      Loss on disposal of equipment                                                --            14,236
      Accrued interest converted to preferred stock                                --            10,000
      Cash provided by (used for):
        Accounts receivable                                                (1,743,295)         (275,367)
        Prepaid expenses                                                      (23,455)          (27,302)
        Inventories                                                        (1,960,931)         (193,958)
        Deferred tax assets                                                    85,000            45,000
        Accounts payable                                                    2,971,014          (280,454)
        Accrued expenses                                                      590,071           (10,321)
        Deferred income                                                       (33,837)            7,595
-----------------------------------------------------------------------------------------------------------

Net cash provided by (used for) operating activities                          939,196          (466,833)
-----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of leasehold improvements and equipment                         (2,347,535)         (274,452)
  Increase in deposits                                                        (26,418)          (10,657)
  Proceeds from sale of equipment                                                  --             1,000
-----------------------------------------------------------------------------------------------------------

Net cash used for investing activities                                     (2,373,953)         (284,109)
-----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of long-term debt                                                (502,441)         (575,953)
  Repayment of convertible debenture                                         (125,000)               --
  Payments of preferred stock dividends                                       (88,088)               --
  Proceeds from issuance of debt                                            1,850,000           350,000
  Proceeds from issuance of Series C preferred stock                          800,000                --
  Proceeds from issuance of Series A and B preferred stock                         --         1,100,000
-----------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                                   1,934,471           874,047
-----------------------------------------------------------------------------------------------------------

NET INCREASE IN CASH                                                          499,714           123,105

CASH, beginning of year                                                       125,155             2,050
-----------------------------------------------------------------------------------------------------------

CASH, end of year                                                         $   624,869       $   125,155
===========================================================================================================
</TABLE>

                    SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.





                                       28
<PAGE>   29


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements




1.   ORGANIZATION, RECAPITALIZATION AND MERGER

Bobby Allison Wireless Corporation, formerly "2Connect Express,
Inc."("2Connect") through its wholly-owned subsidiary Bobby Allison Wireless,
Inc., formerly "2Connect Acquisition Corp." ("Acquisition") (collectively the
"Company") through a merger with Bobby Allison Cellular Systems of Florida, Inc.
("Bobby Allison") owns and operates 59 mall-based specialty retail locations in
the southeastern United States offering cellular and pager service under the
names "Bobby Allison Wireless" and "Bobby Allison Cellular and Pager." The
Company operates in a single business segment.


The historical financial statements included herein are those of Bobby Allison
up to 11:59 p.m. on December 31, 1998, the merger date as further described in
Note 1(C). Immediately after the merger, the Company's balance sheet included
the accounts of 2Connect and Acquisition (which includes those of Bobby
Allison).

     (A)  PLAN OF REORGANIZATION

          2Connect filed a voluntary petition for relief under Chapter 11 of the
          U.S. Bankruptcy Code (the "Filing") on January 12, 1998, and
          subsequently closed all of its stores except the store at Coral Square
          Mall in Coral Springs, Florida. Subsequent to the Filing, 2Connect
          liquidated most of its assets. The Coral Square store operated from
          June 16, 1998 until December 31, 1998 under a management agreement
          (the "Management Agreement") with Bobby Allison whereby Bobby Allison
          was responsible for all expenses related to that store and was
          entitled to any profits or losses that it generated.

          On March 3, 1998, 2Connect executed a Letter of Intent, then a merger
          agreement on May 1, 1998 that was amended on October 26, 1998
          (collectively the "Merger Agreement") with Bobby Allison under which
          Bobby Allison would merge with and into Acquisition, a Florida
          corporation formed on April 22, 1998.



                                       29
<PAGE>   30


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


          On August 27, 1998, 2Connect entered into an agreement with Sterne,
          Agee & Leach, Inc. ("Sterne Agee") whereby Sterne Agee would acquire
          out of bankruptcy 100% of the equity interests of 2Connect and
          2Connect would retain the Coral Square store lease and certain store
          fixtures. In consideration for such acquisition, Sterne Agee would
          make a new value contribution to the bankruptcy estate for the benefit
          of 2Connect's creditors in the amount of $175,000. To effect this
          transaction, the Plan of Reorganization, as amended, provided that,
          upon the effective date of the Plan of Reorganization, all of the
          existing common stock of 2Connect was forever extinguished and
          canceled and 2Connect issued 30,000 new shares of Common Stock to
          Sterne Agee which constituted 100% of the issued and outstanding
          shares at such time. The existing shareholders of the common stock of
          2Connect did not retain any interest in the post-bankruptcy estate and
          their interests were extinguished and canceled. On October 27, 1998,
          the U.S. Bankruptcy Court confirmed 2Connect's Plan of Reorganization
          and 2Connect emerged from bankruptcy as a wholly owned subsidiary of
          Sterne Agee. A related entity of Sterne Agee acquired an additional
          100,000 shares of common stock prior to the merger.

     (B)  RESTATED ARTICLES OF INCORPORATION

          On December 1, 1998, the Company filed its Amended and Restated
          Articles of Incorporation ("Restated Articles") in anticipation of the
          merger with Bobby Allison. At that date, Bobby Allison's capital
          structure included three series of preferred stock and one class of
          common stock. The Merger Agreement required that, prior to the Merger,
          the Company file Restated Articles to authorize three classes of
          preferred stock substantially similar to the preferred stock
          authorized and issued by Bobby Allison for issuance pursuant to the
          Merger.





                                       30
<PAGE>   31


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


          The Company filed the Restated Articles on December 1, 1998
          authorizing 20 shares of Series A Convertible Preferred Stock, 50
          shares of Series B Convertible Preferred Stock, 250 shares of Series C
          Convertible Preferred Stock and 25 million shares of common stock.

     (C)  MERGER

          On December 31, 1998, pursuant to the Merger Agreement, Bobby Allison
          merged with and into Acquisition, and the following occurred:

          (i)  Acquisition survived the merger, remained a wholly owned
               subsidiary of 2Connect and changed its name to "Bobby Allison
               Wireless, Inc.";

          (ii) the two holders of all of the common stock of Bobby Allison each
               received 175,000 shares of the common stock of 2Connect (in the
               aggregate, 350,000 shares representing approximately 73% of the
               480,000 shares of Common Stock of 2Connect after the merger) and
               a $125,000 debenture (or $250,000 in the aggregate) bearing
               interest at 7.5% per annum, with principle and interest payable
               quarterly at $11,729 over three years;

         (iii) holders of preferred stock in Bobby Allison received equivalent
               preferred stock in 2Connect that is convertible into 270,790
               shares of common stock, of which the two former shareholders of
               Bobby Allison own preferred stock convertible into 24,996 shares
               of common stock;

          (iv) the officers of 2Connect resigned and the two former stockholders
               of Bobby Allison were appointed officers of 2Connect;

          (v)  on March 1, 1999, 2Connect changed its name to Bobby Allison
               Wireless Corporation.




                                       31
<PAGE>   32


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


     (D)  UNAUDITED PRO FORMA INFORMATION

          The following unaudited pro forma information has been prepared
          assuming the Merger had taken place at January 1, 1998. The unaudited
          pro forma information includes adjustments for interest expense that
          would have been incurred to finance the purchases, additional
          preferred stock dividends based on preferred stock being outstanding
          the entire period and the amortization of intangibles arising from the
          transaction. The unaudited pro forma financial information is not
          necessarily indicative of the results of operations as they would have
          been had the transactions been effected on the assumed dates.

                                                Unaudited
                                                ---------
           Year Ended December 31,                  1998
          ---------------------------------------------------------------------

          Net sales                            $ 10,386,548
          Net loss to common stockholders        (6,363,143)
          Loss per common share                      (13.26)
                                               ============

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (A)  BASIS OF PRESENTATION

          Upon the consummation of the Merger, the former stockholders of
          BobbyAllison obtained approximately 73% of the voting rights of the
          Company. Although Bobby Allison merged into Acquisition, the
          transaction was accounted for as a purchase of 2Connect by Bobby
          Allison (a reverse acquisition in which Bobby Allison is considered
          the acquirer for accounting purposes), since the stockholders of Bobby
          Allison obtained a majority of the voting rights of 2Connect as a
          result of this transaction. Accordingly, the historical financial
          statements of the Company for the periods prior to the time of the






                                       32
<PAGE>   33


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



          merger are those of Bobby Allison. The balance sheet as of December
          31, 1998 is that of Bobby Allison after giving effect to the Merger.

          The purchase price for 2Connect was computed by valuing the common
          stock of 2Connect issued ($109,375) and adding the acquisition costs
          of $142,203 and the $250,000 of debentures issued to the former
          stockholders of Bobby Allison for a total purchase price of $501,578.
          The purchase price has been allocated to the assets purchased and
          liabilities assumed based upon the fair values at the date of
          transaction. The excess of the purchase price over the fair value of
          the net assets acquired was $335,627 and has been recorded as
          goodwill, which is being amortized on a straight line basis over 10
          years.

     (B)  CASH EQUIVALENTS

          The Company considers all highly liquid investments with a maturity of
          three months or less when purchased to be cash equivalents.

     (C)  INVENTORIES

          Inventories, consisting of cellular and wireless products and related
          accessories, are valued at the lower of average cost or market.

     (D)  PROPERTY AND EQUIPMENT

          Depreciation on equipment is computed over the estimated useful lives
          (three to seven years) of the assets by the declining balance method.
          Leasehold improvements are depreciated over the shorter of the
          estimated life of the assets or the lease term.




                                       33
<PAGE>   34


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


     (E)  IMPAIRMENT OF LONG-LIVED ASSETS

          The Company evaluates impairment of long-lived assets in accordance
          with Statement of Financial Accounting Standards No. 121, "Accounting
          for the Impairment of Long-Lived Assets and for Long-Lived Assets to
          be Disposed of" (FAS 121). FAS 121 requires impairment losses to be
          recorded on long-lived assets used in operations and intangible assets
          when indications of impairment are present and the undiscounted cash
          flows estimated to be generated by those assets are less than the
          assets' carrying amount.

     (F) GOODWILL AND OTHER INTANGIBLE ASSETS

          Intangible assets, substantially goodwill, are carried at cost and
          amortized under the straight-line method generally over ten years, the
          estimated useful life. Goodwill represents the excess cost of the
          acquired businesses over the fair value of net assets acquired. At
          December 31, 1999, unamortized goodwill and other intangible assets of
          $312,900 were not considered to be impaired.

     (G)  REVENUE RECOGNITION

          The Company's revenue recognition policies are:

          PRODUCT SALES - Revenue from retail product sales is recorded upon
          customer purchase.

          ACTIVATION INCOME - The Company receives an activation commission from
          the applicable cellular carrier when a customer initially subscribes
          for the cellular carrier's service. The amount of the activation
          commission paid by cellular carriers is based upon the service plan
          offered by the carrier and is recognized by the Company at the time of
          sale. New subscription activation commissions are fully refundable if
          the





                                       34
<PAGE>   35


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



          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
          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 also records income received from vendors 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.

          AT&T activation commissions accounted for approximately 48% and 51% of
          the Company's net revenues for the year ended December 31, 1999 and
          1998, respectively. Accounts receivable from AT&T accounted for
          approximately 46% and 75% of the total net accounts receivable at
          December 31, 1999 and 1998, respectively.

          PAGER SERVICES - The Company is a reseller of pager services. The
          Company's policy is to bill in advance for pager services. Revenue on
          pager services is recognized over the period of such service,
          typically three months.

     (H)  INCOME TAXES

          The Company accounts for income taxes in accordance with Statement of
          Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
          which requires recognition of estimated income taxes payable or
          refundable on income tax returns for the current year and for the
          estimated future tax





                                       35
<PAGE>   36


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



          effect attributable to temporary differences and carryforwards.
          Measurement of deferred income tax is based on enacted tax laws
          including tax rates, with the measurement of deferred income tax
          assets being reduced by available tax benefits not expected to be
          realized.

     (I)  NET INCOME PER COMMON SHARE ("EPS")

          Basic EPS is calculated by dividing the income available to common
          shareholders by the weighted average number of common shares
          outstanding for the period without consideration for common stock
          equivalents. Diluted EPS includes the effect of potentially dilutive
          securities. The Company has presented earnings per share for 1998 on a
          pro forma basis as if the merger, which occurred December 31, 1998,
          had occurred on January 1, 1997.

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

<TABLE>
<CAPTION>
                                                             1999           1998
          -------------------------------------------------------------------------
<S>                                                         <C>           <C>
          Income available to common stockholders           $439,320      $ 53,886
          Tax benefit from assumed exercise of stock
            options                                           22,578            --
          Preferred stock dividends                          132,446            --
          -------------------------------------------------------------------------

          Income available to common stockholders
            assuming conversion of options and
            preferred stock                                 $594,344      $ 53,886
          =========================================================================
          Denominator for basic earnings per common
            share - weighted-average shares                  480,000       480,000
          Effects of dilutive securities - options and
            preferred stock                                  278,594            --
          -------------------------------------------------------------------------

          Adjusted weighted-average shares
            (denominator)                                    758,594       480,000
          =========================================================================
          Diluted earnings per common share                 $    .78      $    .11
          =========================================================================
</TABLE>



                                       36
<PAGE>   37


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


     (J)  ADVERTISING COSTS

          The Company expenses advertising costs as incurred. The total
          advertising costs charged to expense, net of vendor co-op advertising
          rebates, was $10,023 and $33,302 for the years ended December 31, 1999
          and 1998, respectively.

     (K)  USE OF ESTIMATES

          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities at the date of the financial statements and the reported
          amounts of revenues and expenses during the reporting period. Actual
          results could differ from those estimates.

     (L)  RECENT ACCOUNTING PRONOUNCEMENTS

          In June 1998, the Financial Accounting Standards Board issued SFAS
          133, "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 recognition of (i) the changes in the fair






                                       37
<PAGE>   38


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

          value of the hedged asset or liability that are attributable to the
          hedged risk or (ii) the earnings effect of the hedged forecasted
          transaction. For a derivative not designated as a hedging instrument,
          the gain or loss is recognized in income in the period of change.
          Historically, the Company has not entered into derivatives contracts
          either to hedge existing risks or for speculative purposes. The
          Company will adopt SFAS 133 on January 1, 2001 and expects the
          adoption to have no affect on the Company's financial statements.

     (M)  RECLASSIFICATIONS

          Certain items have been reclassified in the 1998 financial statements
          to conform to the 1999 presentation.

3.   DEBT

     Long-term debt to unrelated parties consists of:

<TABLE>
<CAPTION>
          December 31,                                                   1999           1998
          ------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>

          8.5% bank notes refinanced February 1999, payable
            $11,066 monthly beginning March 1999 through
            February 2002, including interest; collateralized
            by receivables, inventories, equipment, furniture,
            fixtures, intangibles and personal guaranty of two
            stockholders                                            $   260,249       $350,000

          Variable prime plus 1% (9.5% at December 31, 1999)
            line of credit, maximum limit of $500,000;
            principal due on demand, interest payable monthly;
            collateralized by receivables, inventories,
            equipment, furniture, fixtures, intangibles and
            personal guaranty of two stockholders                       500,000             --

          Variable prime plus 1%, (9.5% at December 31, 1999)
            line of credit, maximum limit of $1,000,000;
            principal due on January 31, 2001; interest
            payable monthly; collateralized by receivables and
            inventory; the maximum borrowings increased to
            $1,500,000 on February 23, 2000                           1,000,000             --

          Debt discount, net of accumulated amortization of
            $10,955 (Note 7)                                            (94,005)            --

          Other note payable                                             10,838         10,838
          ------------------------------------------------------------------------------------

                                                                      1,677,082        360,838
          Less current maturities                                       417,697         94,458
          ------------------------------------------------------------------------------------

          Long-term debt, less current maturities                   $ 1,259,385       $266,380
          ====================================================================================
</TABLE>

     Future maturities of long-term debt are as follows: $417,697 - 2000;
     $999,236 - 2001; and $260,149 - 2002.

     LONG-TERM DEBT TO RELATED PARTIES

     The Company has two unsecured 7.5% debenture notes payable to stockholders,
     payable quarterly at $11,729 per note, including interest, through December
     2001. At December 31, 1999 and 1998, the total outstanding balance was
     $187,310 and $250,000, respectively. Future maturities of these notes are
     as follows: $94,909 - 2000 and $92,401 - 2001.




                                       38
<PAGE>   39


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


     CONVERTIBLE DEBENTURE

     The Company converted three convertible debentures totaling $375,000 into
     preferred stock in November 1998. At December 31, 1998, the Company had one
     convertible debenture outstanding totaling $125,000 that was repaid in
     January 1999.

4.   DEFERRED INCOME


     During 1998, the Company negotiated an agreement with a supplier whereby
     the supplier agreed to convert a note payable with an outstanding balance
     of $262,022 to a market development funds payment. In January 1999, the
     supplier paid the Company an additional $200,000 in market development
     funds, under the same agreement, to assist the Company with costs related
     to the opening of new stores in the suppliers market.

     Under the terms of the agreements, the conversion of the debt is cancelable
     and the $200,000 is refundable if certain events occur, including the
     termination of a related agreement with cause. The Company defers the
     recognition of market development funds until the risk of repayment no
     longer exists. The Company recognized 50% of the deferred income on
     November 30, 1999 and the balance is expected to be recognized November 30,
     2000, provided the agreement is still in effect on that date. The Company
     had $231,011 and $262,022 of deferred income related to this supplier as of
     December 31, 1999 and 1998, respectively.

     Deferred income also includes billed but unearned beeper service revenue as
     of December 31, 1999 and 1998 of $50,680 and $53,506, respectively.

5.   PREFERRED STOCK

     At December 31, 1999, the Company had a total of 97 shares of Series A, B
     and C Preferred Stock outstanding, each with an initial purchase price
     (face value) of $25,000 per share. The Series A and B Preferred Stock carry
     a mandatory redemption feature whereby these shares are redeemable at face
     value five years after the issuance date provided the Company has funds
     legally available to do so. As a result, the Series A and B Preferred Stock
     has been






                                       39
<PAGE>   40


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


     recorded outside of the stockholders' equity section of the Company's
     consolidated balance sheet.

     The Series A and B Preferred Stock accrue dividends at 7.5% and Series C
     Preferred Stock accrues dividends at 7% per annum based upon the face value
     of each share of Preferred Stock. No dividends shall be paid to holders of
     common stock unless all accrued dividends on the preferred stock have been
     paid. In the event that there is insufficient legally available funds to
     pay all dividends on the preferred stock, the Company shall first pay all
     accrued dividends pro rata on the Series A Preferred Stock and Series B
     Preferred Stock, and any remaining funds shall be paid pro rata to the
     holders of Series C Preferred Stock up to the amount owed.

     CONVERSION RATE

     Each share of Series A and Series B Preferred Stock has a face value of
     $25,000 per share and is convertible into 4,166 shares of common stock, or
     $6.00 per common share ("Conversion Ratio"). Each share of the Series C
     Preferred Stock has a face value of $25,000 per shares and is convertible
     into 2,500 shares of common stock, or $10 per common share. The Restated
     Articles provide that the Conversion Ratio shall be adjusted for various
     corporate actions of the Company to protect the holders of the preferred
     stock against dilution, including, but not limited to, stock splits, stock
     dividends, mergers, reorganization and recapitalizations. The Conversion
     Ratio shall also be adjusted for the sale of any shares of common stock at
     a price of less than the conversion price, excluding stock options granted
     before the filing of the Restated Articles, of which there were none, or
     granted pursuant to a duly adopted stock option plan for which no more than
     10% of the outstanding common stock shall be reserved for issuance.





                                       40
<PAGE>   41


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

     VOTING RIGHTS

     The Preferred Stock shall be generally non-voting except as specifically
     provided for in the Restated Articles and summarized below:

     The vote of the majority of the Series A Preferred Stock shall be required
     for authorization of the following: (i) the issuance of any securities
     ranking senior to or in parity with the Series A Preferred Stock except for
     commercial debt incurred in the ordinary course of business or (ii) any
     amendments, alterations or repeals of any provision of the Restated
     Articles affecting the rights or preferences of such Series A Preferred
     Stock or any agreement therefore.

     The vote of the majority of the Series B Preferred Stock shall be required
     for authorization of the following: (i) the issuance of any securities
     ranking senior to or in parity with the Series B Preferred Stock except for
     commercial debt incurred in the ordinary course of business or (ii) any
     amendments, alterations or repeals of any provision of the Restated
     Articles affecting the rights or preferences of Series B Preferred Stock or
     any agreement therefore. Also, the Series B Preferred Stock shall have the
     right to elect 1/3 of the directors of the Board of Directors.

     The vote of the majority of the Series C Preferred Stock shall be required
     for authorization of the following: (i) the issuance of any securities
     ranking senior to or in parity with the Series C Preferred Stock except for
     commercial debt incurred in the ordinary course of business or (ii) any
     amendments, alterations or repeals of any provision of the Restated
     Articles affecting the rights or preferences of such Series C Preferred
     Stock or any agreement therefore.


     In the event that the Company defaults on the payment of any dividend on or
     redemption of any series of preferred stock, then that series of preferred
     stock shall become fully voting on all matters submitted to a vote of the
     shareholders as if fully converted into common stock.





                                       41
<PAGE>   42


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


     LIQUIDATION

     Upon any liquidation, dissolution or winding-up of the Company,
     distribution of the assets of the Company shall be made in the following
     order: (i) to the holders of Series A Preferred Stock, an amount equal to
     the initial purchase price plus accrued but unpaid dividends; (ii) to the
     holders of Series B and C Preferred Stock, a pro rata amount equal to the
     face value plus accrued but unpaid dividends (as amended in August 1999);
     and (iii) pro rata to the holders of the preferred stock and common stock.

6.   STOCK OPTIONS

     PLAN STOCK OPTIONS

     Pursuant to 2Connect's Plan of Reorganization confirmed by the Bankruptcy
     Court on October 27, 1998, all outstanding stock options and stock option
     plans were terminated. Effective on January 1, 1999, the Company adopted
     the Bobby Allison Wireless Corporation 1999 Stock Option Plan ("Option
     Plan"). The Option Plan provides that the Company may grant options to any
     director, officer or employee of the Company to purchase up to 10% of the
     sum of its outstanding common stock and common stock equivalents but in no
     event greater than 100,000 shares.

     The Company applies APB Opinion 25, "Accounting for Stock Issued to
     Employees," and related interpretations in accounting for options issued to
     employees. Accordingly, no compensation cost has been recognized for
     options granted to employees at exercise prices which equal or exceed the
     market price of the Company's common stock at the date of grant. Options
     granted at exercise prices below market prices are recognized as
     compensation cost measured as the difference between market price and
     exercise price at the date of grant.






                                       42
<PAGE>   43


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements



     Statement of Financial Accounting Standards No. 123 (FAS 123) "Accounting
     for Stock-Based Compensation," requires the Company to provide pro forma
     information regarding net income and earnings per share as if compensation
     cost for the Company's employee stock options had been determined in
     accordance with the fair market value based on the method prescribed in FAS
     123. The Company estimates the fair value of each stock option at the grant
     date by using the Black-Scholes option-pricing model with the following
     weighted-average assumptions used for grants in the years ended December
     31, 1999 and 1998, respectively: no dividend yield, an expected life of
     five years; expected volatility of .1%, and a risk-free interest rate of
     6%.

     Under the accounting provisions of FAS 123, the Company's net income
     applicable to common stock and income per share would have been decreased
     to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
              Year Ended December 31,                       1999              1998
     --------------------------------------------------------------------------------
<S>                                                     <C>              <C>
     Net income applicable to common stockholders:
       As reported                                      $   439,320      $    53,886
       Pro forma                                            290,580           53,886

     Basic earnings per common share:
       As reported                                      $       .92      $       .11
       Pro forma                                                .61              .11

     Diluted earnings per common share:
       As reported                                      $       .73      $       .11
       Pro forma                                                .56              .11
     ================================================================================
</TABLE>




                                       43
<PAGE>   44


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


     NON-PLAN OPTIONS

     The Company issued non-plan options to purchase 7,500 shares of common
     stock on December 31, 1998 pursuant to the execution of a license agreement
     (see Note 11). The value of these options as determined by the
     Black-Scholes valuation model was not material to the financial statements.

     In November 1999, the Company issued non-plan contingent vesting options to
     Sterne Agee and a stockholder to purchase 100,000 shares of the Company's
     common stock at $10 per share. The options were issued as consideration for
     loan guarantees and vest only in the event the optionee is required to
     satisfy the guarantee of the $1,000,000 line of credit. The options expire
     upon the occurrence of either the loans being repaid by the Company or the
     guarantors are otherwise released from their guarantee. The contingent
     vesting options were valued at $112,000 using the Black-Scholes valuation
     model assuming no dividend yield, an expected life of two years, expected
     volatility of .1%, a risk-free interest rate of 6.0% and the value of the
     options will be charged to operations if and when the options vest.

     The following table summarizes information about employee plan and non-plan
     stock option activity for the periods ended December 31, 1998 and 1999:

<TABLE>
<CAPTION>
                                                   Weighted Average    Fair Value of
                                          Shares    Exercise Price   Options Granted
     -------------------------------------------------------------------------------
<S>                                        <C>             <C>            <C>
     Outstanding, December 31, 1997           --        $    --        $    --
       Granted, at market value            7,500           6.00           1.53
     -------------------------------------------------------------------------------

     Outstanding, December 31, 1998        7,500           6.00           --
       Granted, at market value          155,500           8.65           1.68
     -------------------------------------------------------------------------------

     Outstanding, December 31, 1999      163,000        $  8.53        $    --
     ===============================================================================
</TABLE>

     At December 31, 1999 and 1998, a total of 52,000 and 7,500 options,
     respectively, were exercisable at a weighted-average exercise price of
     $6.00. All 55,500 options granted in 1999 were





                                       44
<PAGE>   45


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


     plan options.

     The following table summarizes information about stock options outstanding
     and exercisable at December 31, 1999:

<TABLE>
<CAPTION>
                                Options Outstanding                          Options Exercisable
                       -------------------------------------------    -------------------------------
                                       Weighted-      Weighted-
                                        Average       Average                           Average
     Range of           Number         Exercise       Remaining         Number         Exercise
     Exercise Prices   Outstanding      Price         Life            Exercisable       Price
     ------------------------------------------------------------------------------------------------
<S>                      <C>         <C>                <C>              <C>         <C>
     EMPLOYEE PLAN
      AND NON-PLAN
        OPTIONS

     $        6.00       52,500      $     6.00         9 YEARS          44,500      $     6.00
     $       10.00        3,000      $    10.00         9 YEARS              --              --
     ------------------------------------------------------------------------------------------------

                         55,500      $     6.21                          44,500      $     6.00
     ================================================================================================
     NON-EMPLOYEE
       NON-PLAN
       OPTIONS

     $        6.00        7,500      $     6.00         9 YEARS           7,500      $     6.00
     ================================================================================================

</TABLE>

7.   WARRANTS

     In November 1999, the Company issued warrants to Sterne Agee and a
     stockholder to purchase 41,000 shares (as adjusted for certain provisions
     in the agreements) of the Company's common stock at $10 per share and that
     expire in November 2003. The warrants were issued as consideration for loan
     guarantees made by the warrant holders related to the $1,000,000 line of
     credit. The warrants were valued at $104,960 using the Black-Scholes
     valuation model assuming no dividend yield, an expected life of ten years,
     expected volatility of .1%, a risk-free interest rate of 6.0% and have been
     recorded as debt discount. The debt discount is being amortized through
     January 3, 2001, the date the loan becomes due on demand. At December 31,
     1999, the unamortized debt discount totaled $94,005. In the event that the
     guarantors are required to satisfy the guaranty, then the guarantors will
     be assigned all rights, security and protections of the lender. At their
     option, the guarantor, or any of them, may exchange their payment on the
     guaranty for common stock of the Company at $10.00 per



                                       45
<PAGE>   46


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


     share pursuant to a contingent option agreement.

8.   INCOME TAXES

     Deferred income taxes at December 31, 1999 and 1998 consist of the
     following:

                                                 1999          1998
     -----------------------------------------------------------------------

     Current Deferred Tax Asset:
       Accounts receivable allowance           $31,000      $ 24,000
     -----------------------------------------------------------------------

     Total current deferred tax asset          $31,000      $ 24,000
     =======================================================================
     Noncurrent Deferred Tax Assets:
       Net operating loss carryforwards        $    --      $137,000
       Leasehold improvements                   64,000        19,000
     -----------------------------------------------------------------------

     Total noncurrent deferred tax assets      $64,000      $156,000
     =======================================================================

     Significant components of income tax expense are as follows:

                                                  1999        1998
     -----------------------------------------------------------------------

     Current:
       Federal                                $259,000      $    --
       State                                    28,000           --
     -----------------------------------------------------------------------

                                               287,000           --
     -----------------------------------------------------------------------

     Deferred:
       Federal                                  75,000       39,000
       State                                    10,000        6,000
     -----------------------------------------------------------------------

                                                85,000       45,000
     -----------------------------------------------------------------------

                                              $372,000      $45,000
     =======================================================================



                                       46
<PAGE>   47


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


     The following summary reconciles differences from taxes at federal
     statutory rates with the effective rate:

                                                  1999     1998
     -----------------------------------------------------------------------
                                                           --

     Federal income taxes at statutory rates      34%      34%
     State taxes                                   5%       5%
     -----------------------------------------------------------------------

     Income tax expense at effective rates        39%      39%
     =======================================================================

9.   LEASES

     The Company has entered into various leases for equipment, office and
     retail facilities. Future minimum lease payments under noncancelable
     operating leases at December 31, 1999 are:

<TABLE>
<CAPTION>
     Year Ending December 31,
     -----------------------------------------------------------------------
<S>                                                           <C>
     2000                                                     $    2,641,145
     2001                                                          2,328,908
     2002                                                          2,098,404
     2003                                                          1,820,553
     2004                                                          1,530,331
     Thereafter                                                    3,425,480
     -----------------------------------------------------------------------

     Total minimum payments required                          $   13,844,821
     =======================================================================

</TABLE>

     Several retail facility lease agreements provide for additional lease
     payments based upon various operating expenses of the lessor. These amounts
     have been estimated for future periods utilizing amounts charged in 1998.
     Rent expense for the years ended December 31, 1999 and 1998 was $1,757,039
     and $757,236 respectively.




                                       47
<PAGE>   48


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


10.  PROFIT-SHARING PLAN

     The Company has a 401(k) profit sharing plan that covers substantially all
     employees. Participants may contribute up to the lesser of 10% of their
     annual compensation or the maximum amount allowable under provisions of the
     Internal Revenue Code. The Plan requires Company contributions equal to 25%
     of each participant's contribution up to 5% of compensation. Company
     contributions to the plan were $7,200 and $6,400 for 1999 and 1998,
     respectively.

11.  COMMITMENTS AND CONTINGENCY

     LICENSE AGREEMENT

     The Company has a license agreement with Robert A. Allison a/k/a/ Bobby
     Allison ("Mr. Allison"), the renown NASCAR driver, whereby the Company may
     utilize Mr. Allison's name in connection with its operations. The agreement
     requires Mr. Allison to make eight personal promotional appearances and
     spend up to 48 hours on advertising campaigns such as television, radio or
     print advertisement.

     The initial term of the license agreement expires on December 31, 2008. The
     Company has options to renew the license agreement for five successive
     five-year terms for a total term (including the initial term) of 35 years.
     In consideration of this license and these services, the Company is to pay
     Mr. Allison a fixed annual fee of $48,000 per year through December 31,
     2008, $52,800 per year during the first five-year renewal period, $58,000
     per year for the second five-year renewal period, $63,900 during the third
     five-year renewal period, $70,300 per year during the fourth five-year
     renewal period and $77,300 per year during the fifth five-year renewal
     period ("Fixed Fees").

     In addition to the Fixed Fees, the Company will pay Mr. Allison a
     contingent fee equal to the difference between that amount which is equal
     to one-tenth of one percent of the Company's annual net sales, and the
     Fixed Fee for such year with respect to the



                                       48
<PAGE>   49


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


     Company's first $100 million of annual net sales plus that amount equal to
     three-hundredths of one percent of annual net sales over $100 million.

     As part of the agreement, the Company also issued options (see Note 6) to
     the licensor to purchase 7,500 shares of the Company's common stock with an
     exercise price of $6.00 per share. The options are exercisable beginning
     May 31, 1999 and expire 15 days after the termination of this agreement.
     The license agreement imposes certain restrictions on the options or, if
     exercised, the underlying common stock in the event of a breach in the
     license agreement.

     EMPLOYMENT AGREEMENTS

     On December 31, 1998, the Company entered into employment agreements with
     the Company's Chief Executive Officer and President (collectively "the
     Officers"). The employment agreements have an initial term of three years.
     Upon the expiration of the initial term, the employment agreements
     automatically renew for successive one-year terms unless sooner terminated
     by the Company or either Officer giving written notice 120 days prior to
     the commencement of such renewal term. During the first 12 months of the
     employment agreements, the Officers shall each receive a minimum annual
     base compensation of $135,000. At the end of such initial 12-month period
     and each 12-month period thereafter, the Company's Board of Directors shall
     review the Officers' annual salary to determine the next 12 months' annual
     compensation provided, however, that the Officers' annual salary shall be
     increased a minimum of 6% each year.

     The officers are each covered by an incentive compensation plan which
     provides additional compensation equal to 4% (8% in total) of the Company's
     pre-tax net income before accrued incentive compensation for any applicable
     employment year. The Company



                                       49
<PAGE>   50


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


     accrued $82,000 payable in 2000 under the incentive compensation plan.

     In the event that either Officer terminates their employment agreement for
     the Company's breach of its terms, then the Company shall pay the officer
     severance compensation equal to two-thirds (2/3) of the Officer's annual
     compensation at the time of the termination if during the initial
     three-year term and one-fourth (1/4) of the Officer's annual compensation
     at the time of the termination if during a renewal term.

     MEDICAL INSURANCE PLAN

     The Company self insures a portion of its employee medical insurance plan.
     Expense is based on payments made plus estimates of unpaid claims. Any
     claims exceeding approximately $5,000 are covered by insurance.





                                       50
<PAGE>   51


                       BOBBY ALLISON WIRELESS CORPORATION
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements


12.  SUPPLEMENTAL CASH FLOW INFORMATION

     Supplemental cash flow information is as follows:

<TABLE>
<CAPTION>
     Year Ended December 31,                             1999          1998
     ---------------------------------------------------------------------------
<S>                                                   <C>             <C>
     Cash paid for interest                           $  93,839       $ 128,838
     ===========================================================================
     Noncash financing and investing activities:
       Conversion of debentures into Series A
         preferred stock                              $      --       $(375,000)
       Conversion of debentures into Series B
         preferred stock                                     --        (140,000)
       Conversion of note payable classified as
         deferred revenue                                    --        (262,022)
       Accrued preferred stock dividends                 44,358          13,736
       Issuance of warrants                             104,960              --
       Record acquisition:
         Prepaid expenses                                    --          (1,789)
         Fixed assets                                        --        (175,000)
         Goodwill                                            --        (335,626)
         Accrued expenses                                    --         142,202
         Debenture notes payable                             --         250,000
         Other notes payable                                 --          10,838
     ===========================================================================
</TABLE>






                                       51
<PAGE>   52


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

         At the time of the Company's initial public offering, the Company's
balance sheet for the fiscal year ended December 31, 1996 and the related
statements of operations and deficit accumulated during the development stage,
shareholders equity and cash flows for the period from April 19, 1996 (date of
inception) to December 31, 1996 were audited by the independent accounting firm
of KPMG LLP, formerly known as KPMG Peat Marwick LLP ("KPMG"). KPMG expressed
its unqualified opinion as to such financial statements of the Company in its
report dated February 20, 1997, except as to the last paragraph of Note 9, which
is as of May 5, 1997.

         On November 21,1997, the Company changed its fiscal year end to the
Saturday nearest January 31, in conformity with the National Retail Federation
fiscal calendar. The Company filed a Form 8-K on December 3, 1997 giving notice
of this change and the Company's intent to reflect the fiscal year transition on
Form 10-KSB for the year ended January 31, 1998.

         The Company filed for bankruptcy on January 12, 1998. Subsequently, the
U.S. Bankruptcy Court, Southern District of Florida, did not authorize the
expenditure of the Company's funds for an audit. Therefore, the Company was
unable to engage KPMG to complete an audit of the Company's financial statements
for the one month ended January 31, 1997 and the year ended January 31, 1998. As
a result of the Company's failure to have an audit completed, the Company did
not file a Form 10-KSB for such fiscal year.

         There were no disagreements during 1996 or 1997 between the Company and
KPMG on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of KPMG would have caused it to make reference to the
subject matter of the disagreement in its report. Since its emergence from
bankruptcy, the Company contacted KPMG regarding its audit. However, KPMG has
declined to stand for reelection which was confirmed by its letter to the
Company dated January 8, 1999.

         On January 7, 1999, in anticipation of KPMG's declination to stand for
reelection, the Company engaged BDO Seidman, LLP ("BDO Seidman") as the
successor independent auditor, which engagement was approved by the Board of
Directors of the Company on the same date. BDO Seidman is an international
accounting and consulting organization with three offices in Florida. BDO
Seidman was engaged on January 7, 1999 to audit the Company's financial
statements for the one-month ended January 31, 1997 and the fiscal year ended
January 31, 1998.

         The Merger described in Item 1 of the Company's Form 8-K for the event
dated December 31, 1998 filed on January 8, 1999 results in a change of control
of ownership of the Company. BDO Seidman has advised the Company that the
financial statements of the Company for the years prior to 1999 would include
only the results of operations of Bobby Allison as a result of the change in
control. Consequently, BDO Seidman has been engaged to audit the Company's
financial statements for the year ended December 31, 1998 which will be the
historical financial statements of Bobby Allison. The historical financials of
BAC for the year ended December 31, 1997 was audited by the independent
accounting firm of Carter, Belcourt & Atkinson, P. A.

         The Company's historical financial statements for the year ended
January 31, 1998 and the one month period ended January 31, 1997 existing prior
to the Merger, which were audited by BDO Seidman, have been filed with the
Company's Form 8-K/A amending the Company's Form 8-K reporting the Merger.



                                       52
<PAGE>   53



                                    PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

         The following table sets forth certain information regarding the
current executive officers and directors of the Company.

<TABLE>
<CAPTION>
     Name                              Age            Position
     ----                              ---            --------
<S>                                    <C>            <C>
  Robert L. McGinnis                    59            Chairman of the Board, Chief Executive Officer and
                                                      Treasurer

  James L. Ralph                        36            President, Secretary and Director

  James S. Holbrook, Jr.                55            Director


</TABLE>

     ROBERT L. McGINNIS has served as Chairman of the Board, Chief Executive
Officer and Treasurer of the Company since December 31, 1998. From its inception
in 1993 until its merger with the Company on December 31, 1998, Mr. McGinnis
served as Chief Executive Officer of Bobby Allison Cellular Systems of Florida,
Inc.

     JAMES L. RALPH has served as President, Secretary and Director since
December 31, 1998. From its inception in 1993 until its merger with the Company
on December 31, 1998, Mr. Ralph served as the President and Chief Operating
Officer of Bobby Allison Cellular Systems of Florida, Inc.

     JAMES S. HOLBROOK, JR. has served as Director since December 31, 1998 and
served as Chairman of Board and Chief Executive Officer from August 27, 1998
until December 31, 1998. Mr. Holbrook is, and has for the past five years been,
the chief executive officer of Sterne Agee and its affiliated companies.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who beneficially own more than 10% of the
Common Stock ("Section 16 Insiders"), to file reports of ownership and changes
in ownership with the Securities and Exchange Commission ("SEC"). Section 16
Insiders are required by the SEC regulations to furnish the Company with copies
of all SEC forms required under Section 16(a) of the Securities Exchange Act of
1934 ("Section 16(a) Forms"). Based solely on review of the Section 16(a) Forms
as furnished to the Company, the Company believes that for the period from
January 1, 1999 through December 31, 1999, all Section 16 Insiders filed their
Section 16(a) Forms in a timely manner, except that (i) Sterne, Agee & Leach
Group, Inc. Sterne, Agee & Leach, Inc., The Trust Company of Sterne, Agee &
Leach, Inc. and James S. Holbrook, Jr. were late filing their joint Form 4 to
report the purchase in August of shares of the Company's Series C Convertible
Preferred Stock and (ii) Robert L. McGinnis and James L. Ralph were each late
filing their Form 5 to report the grant of options on March 31, 1999 pursuant to
the Bobby Allison Wireless Corporation 1999 Stock Option Plan.



                                       53
<PAGE>   54


ITEM 10. EXECUTIVE COMPENSATION.

COMPENSATION

     The following table sets forth certain information regarding compensation
paid or accrued by the Company for services rendered in all capacities during
the years ended December 31, 1997, 1998 and 1999, for the chief executive
officers and the four other most highly compensated executive officers of the
Company whose total annual salary and bonus in the last fiscal year exceeded
$100,000 (collectively, the "Named Executive Officers").

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                                         Long-Term
                                                                                        Compensation
                                                   Annual Compensation (2)              ------------
                                            ----------------------------------------      Number of
                                            Salary       Bonus        Other Annual      Stock Options        All Other
 Name and Principal Position (1)  Year        ($)         ($)        Compensation(3)       Granted         Compensation
--------------------------------- ----      ------       -----       ---------------    ------------        ------------
<S>                               <C>      <C>         <C>               <C>                <C>              <C>
Robert L. McGinnis, Chairman and  1999     $135,000    $41,000(4)        $30,979            10,000           $15,000(5)
CEO                               1998     $132,534        0             $19,200              --                 --
                                  1997      $86,723        0             $19,200              --                 --

James L. Ralph, President and     1999     $135,000    $41,000(4)        $14,738            10,000           $10,000(5)
COO                               1998     $129,939        0             $17,200              --                 --
                                  1997      $88,125        0             $17,200              --                 --

</TABLE>

----------

(1)  Robert L. McGinnis became the Chairman of the Board and CEO and James L.
     Ralph became the President and COO immediately following the Merger,
     January 1, 1999, and subject to their employment agreements. See
     "Employment Agreements."

(2)  Dollar value of perquisites and other benefits were less that the lesser of
     $50,000 or 10% of the total salary and bonus for each Named Executive
     Officer.

(3)  Represents the dollar value of insurance premiums paid by the Company with
     respect to life, health, dental and disability insurance and automobile
     allowance for the benefit of the Named Executive Officer.

(4)  Represents incentive compensation payable to officers as of December 31,
     1999.

(5)  Represents annual value of life insurance premiums to Messrs Mr. McGinnis
     and Ralph paid under the Split-Dollar Agreement between the Company and
     each of Messrs. McGinnis and Ralph. See "Employment Agreements."


EMPLOYMENT AGREEMENTS

     Pursuant to the Merger, Robert L. McGinnis and James L. Ralph became the
Named Executive Officers of the Company. They have each entered into employment
agreements with the Company effective December 31, 1998, a summary of which are
discussed below.

     McGINNIS AGREEMENT. Pursuant to the employment agreements entered into
between the Company and Robert L. McGinnis ("McGinnis Agreement") on December
31, 1998, Mr. McGinnis became the Company's Chief Executive



                                       54
<PAGE>   55


Officer. The McGinnis Agreement shall have an initial term of three (3) years.
Upon the expiration of the initial term, the McGinnis Agreement shall
automatically renew for successive one (1) year terms unless sooner terminated
by either party giving written notice one hundred twenty (120) days prior to the
commencement of such renewal term. During the first twelve (12) months of the
McGinnis Agreement, Mr. McGinnis shall receive a minimum annual base
compensation of One Hundred Thirty-Five Thousand Dollars ($135,000). At the end
of such initial twelve (12) month period and each twelve (12) month period
thereafter, the Company's Board of Directors shall review Mr. McGinnis' annual
salary to determine the next twelve (12) months annual compensation; provided,
however, that Mr. McGinnis' annual salary shall be increased a minimum of six
percent (6%) each year. The McGinnis Agreement requires that the Board of
Directors approve an incentive compensation plan which provides additional
compensation to Mr. McGinnis based upon the Company's net income and which at a
minimum shall be equal to two percent (2%) of the Company's net income for any
applicable employment year. The Board of Directors may also reward Mr. McGinnis
additional discretionary compensation in the form of bonuses or other rewards.
In the event that Mr. McGinnis terminates the McGinnis Agreement for the
Company's breach of its terms, then the Company shall pay Mr. McGinnis severance
compensation equal to two-thirds (2/3) of Mr. McGinnis' annual compensation at
the time of the termination if during the initial three (3) year term and
one-fourth (1/4) of Mr. McGinnis' annual compensation at the time of the
termination if during a renewal term.

     Pursuant to the McGinnis Agreement, Mr. McGinnis will be entitled to
receive other benefits such as an automobile, health insurance, disability
insurance, reimbursement of business expenses and the right to participate in
other employee benefit plans, retirement plans, deferred compensation plans and
other fringe benefits generally made available to executive and management
employees of the Company. The McGinnis Agreement further provides that Mr.
McGinnis will be eligible to participate in a stock option plan of the Company
which has reserved for issuance at least ten percent (10%) of the issued and
outstanding capital stock of the Company. As previously stated, no stock option
plan has yet been adopted.

     Finally, the McGinnis Agreement provides that the Company shall fund the
premium of a life insurance policy on Mr. McGinnis' life which will provide a
split-dollar benefit, i.e, death benefit to the Company and cash surrender value
to Mr. McGinnis' designated beneficiaries or estate in the event of his death.
The life insurance policy shall be a permanent life policy with a face amount
that will cause the annual premium to exceed the annual cost of term life
insurance by $15,000. If Mr. McGinnis is terminated, then Mr. McGinnis shall
become the sole owner of the policy. Mr. McGinnis and the Company entered into a
Split-Dollar Agreement on February 10, 1999, effective December 31, 1998.

     RALPH AGREEMENT. Pursuant to the employment agreements entered into between
the Company and James L. Ralph ("Ralph Agreement") on December 31, 1998, Mr.
Ralph became the Company's President. The Ralph Agreement shall have an initial
term of three (3) years. Upon the expiration of the initial term, the Ralph
Agreement shall automatically renew for successive one (1) year terms unless
sooner terminated by either party giving written notice one hundred twenty (120)
days prior to the commencement of such renewal term. During the first twelve
(12) months of the Ralph Agreement, Mr. Ralph shall receive a minimum annual
base compensation of One Hundred Thirty-Five Thousand Dollars ($135,000). At the
end of such initial twelve (12) month period and each twelve (12) month period
thereafter, the Company's Board of Directors shall review Mr. Ralph's annual
salary to determine the next twelve (12) months annual compensation; provided,
however, that Mr. Ralph's annual salary shall be increased a minimum of six
percent (6%) each year. The Ralph Agreement requires that the Board of Directors
approve an incentive compensation plan which provides additional compensation to
Mr. Ralph based upon the Company's net income and which at a minimum shall be
equal to two percent (2%) of the Company's net income for any applicable
employment year. The Board of Directors may also reward Mr. Ralph additional
discretionary compensation in the form of bonuses or other rewards.
 In the event that Mr. Ralph terminates the Ralph Agreement for the Company's
breach of its terms, then the Company shall pay Mr. Ralph severance compensation
equal to two-thirds (2/3) of Mr. Ralph's annual compensation at the time of the
termination if during the initial three (3) year term and one-fourth (1/4) of
Mr. Ralph's annual compensation at the time of the termination if during a
renewal term.



                                       55
<PAGE>   56



     Pursuant to the Ralph Agreement, Mr. Ralph will be entitled to receive
other benefits such as an automobile, health insurance, disability insurance,
reimbursement of business expenses and the right to participate in other
employee benefit plans, retirement plans, deferred compensation plans and other
fringe benefits generally made available to executive and management employees
of the Company. The Ralph Agreement further provides that Mr. Ralph will be
eligible to participate in a stock option plan of the Company which has reserved
for issuance at least ten percent (10%) of the issued and outstanding capital
stock of the Company. As previously stated, no stock option plan has yet been
adopted.

     Finally, the Ralph Agreement provides that the Company shall fund the
premium of a life insurance policy on Mr. Ralph's life which will provide a
split-dollar benefit, i.e., death benefit to the Company and cash surrender
value to Mr. Ralph's designated beneficiaries or estate in the event of his
death. The life insurance policy shall be a permanent life policy with a face
amount that will cause the annual premium to exceed the annual cost of term life
insurance by $10,000. If Mr. Ralph is terminated, then Mr. Ralph shall become
the sole owner of the policy. Mr. Ralph and the Company entered into a
Split-Dollar Agreement on February 10, 1999, effective December 31, 1998.

     INCENTIVE COMPENSATION PLAN. On December 31, 1999 pursuant to the terms of
the McGinnis Agreement and the Ralph Agreement, the Company adopted an Incentive
Compensation Plan for each of Mr. McGinnis and Mr. Ralph. These incentive plans
provide that within 90 days following each fiscal year, the Company shall pay
each of Mr. McGinnis and Mr. Ralph a bonus equal to 4% of the Company's
consolidated pre-tax income (before the incentive bonus accrued) as reported in
the Company's financial statements for the year ended December 31, 1999 included
in this Form 10-KSB. The incentive plans shall have a term equivalent to the
McGinnis Agreement or Ralph Agreement, respectively.

EMPLOYEE STOCK OPTIONS

     Pursuant to the Company's Plan of Reorganization confirmed by the
Bankruptcy Court on October 27, 1998, all outstanding stock options and stock
option plans were terminated. After the bankruptcy and pursuant to the terms of
the employment agreements with Messrs. McGinnis and Ralph, the Company adopted
the Bobby Allison Wireless Corporation 1999 Stock Option Plan ("Option Plan")
effective January 1, 1999. The Option Plan provides that the Company may grant
options to purchase up to ten (10%) of the outstanding Common Stock and common
stock equivalents but in no event greater than 100,000 shares.

     On March 31, 1999, the Company granted incentive stock options to certain
employees of the Company for the right to purchase up to 42,000 shares of Common
Stock at $6.00 per share exercisable immediately, including options to purchase
up to 10,000 shares of Common Stock granted to each of Messrs. McGinnis and
Ralph. On May 1, 1999, the Company granted a new employee options to purchase
10,500 shares of Common Stock, 2,500 exercisable immediately, 3,500 exercisable
on May 1, 2000 and 4,500 exercisable on May 1, 2001. Effective November 9, 1999,
the Company granted options to purchase 3,000 shares of Common Stock to various
employees which vest at various times from June 1, 2000 to November 1, 2000. The
Company has not yet granted any options in the year 2000.




                                       56
<PAGE>   57

     The following table sets forth the options granted during the year ended
December 31, 1999 for each Named Executive Officer:

                     OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
                               (INDIVIDUAL GRANTS)

<TABLE>
<CAPTION>
                                                              Percent of Total
                           Number of Securities                  Options/SARs            Exercise of
                                 Underlying                 Granted to Employees          Base Price      Expiration
         Name              Options/SARs Granted (#)            in Fiscal Year             ($/Share)          Date
         ----              ------------------------         ----------------------       ------------     ---------
<S>                                 <C>                             <C>                      <C>          <C>   <C>
Robert L. McGinnis......            10,000                          18.02%                   $6.00        03/31/09
James L. Ralph..........            10,000                          18.02%                   $6.00        03/31/09

</TABLE>


     The Company also granted 107,500 non-plan options in 1999, 100,000 of which
are only exercisable upon the occurrence of specific contingencies. See "Item
12- Certain Relationships and Related Transactions."

COMPENSATION OF DIRECTORS

     Directors do not currently receive any compensation for serving as a
director of the Company. The Company does, however, reimburse directors for
their travel and other expenses incurred in connection with attending meetings
of the Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Company does not have a compensation committee. However, Mr. McGinnis,
the Chairman of the Board and CEO and Mr. Ralph, the President and COO, are two
of the three members of the full Board of Directors of the Company.

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

     The following table sets forth the number and percentage of outstanding
shares of Common Stock beneficially owned as of March 20, 2000 by (i) each
person or entity known by the Company to own more than 5% of the outstanding
Common Stock; (ii) each Named Executive Officer of the Company; (iii) each
director of the Company, and (iv) all executive officers and directors of the
Company as a group.

<TABLE>
<CAPTION>
     Name of Beneficial Owner                            Shares(1)            Percentage(2)
     ------------------------                            ---------            -------------
<S>                                                       <C>                    <C>
Robert L. McGinnis (3)                                    193,332                22.99%
2055 Lake Avenue, S.E., Suite A
Largo, Florida  33771

James L. Ralph(3)                                         197,498                23.49%
2055 Lake Avenue, S.E., Suite A
Largo, Florida  33771

James S. Holbrook, Jr.(4)(5)                              335,976                38.54%
800 Shades Creek Parkway, Suite 700
Birmingham, Alabama 35209

Sterne, Agee & Leach Group, Inc.(4)(5)                    287,398                33.36%
800 Shades Creek Parkway, Suite 700
Birmingham, Alabama 35209

Sterne, Agee & Leach, Inc.(4)(5)                          287,398                33.36%
800 Shades Creek Parkway, Suite 700
Birmingham, Alabama 35209

The Trust Company of Sterne,
  Agee & Leach, Inc.(4)(5)                                287,398                33.36%
800 Shades Creek Parkway, Suite 125
Birmingham, Alabama 35209

All directors and executive officers
   as a group (3 persons)                                 726,806                81.50%

</TABLE>

----------

(*)  Indicates beneficial ownership of less than 1% of the outstanding shares of
     the Company's Common Stock.



                                       57
<PAGE>   58


(1)  Includes shares of Common Stock owned and shares of Common Stock into which
     shares of convertible preferred stock of the Company owned by such person
     is convertible. The only direct owner of the Common Stock at this time are
     Robert L. McGinnis, James L. Ralph, Sterne, Agee & Leach, Inc. and The
     Trust Company of Sterne, Agee & Leach, Inc.

(2)  Calculated pursuant to Rule 13d-3(d) under the Securities Exchange Act of
     1934 ("Exchange Act"). Under Rule 13d-3(d), shares not outstanding which
     are subject to options exercisable within 60 days are deemed outstanding
     for the purpose of calculating the number and percentage owned by such
     person, but not deemed outstanding for the purpose of calculating the
     percentage owned by any other person listed. As of December 31, 1999, the
     Company had 830,790 shares of Common Stock assuming conversion of all of
     the outstanding convertible preferred stock and which number was adjusted
     for such options applicable.

(3)  Messrs. McGinnis and Ralph are Named Executive Officers, directors and five
     (5) percent shareholders. Each of Messrs, McGinnis and Ralph hold an option
     to purchase up to 10,000 shares of Common Stock at $6.00 per share which
     are currently exercisable.

(4)  Mr. Holbrook is a director and 5% beneficial owner of the Company. Mr.
     Holbrook is the Co-Chairman of the Board and CEO of Sterne, Agee & Leach
     Group, Inc. which serves as the parent company for, among other companies,
     Sterne, Agee and Leach, Inc. and The Trust Company of Sterne, Agee & Leach,
     Inc. Consequently, Mr. Holbrook, Sterne, Agee & Leach Group, Inc., Sterne,
     Agee and Leach, Inc. and The Trust Company of Sterne, Agee & Leach, Inc.
     constitute a voting group under Rule 13d-1 promulgated under the Securities
     Exchange Act of 1934, as amended, thereby requiring Mr. Holbrook to report
     beneficial ownership of all shares owned by Sterne, Agee & Leach Group,
     Inc., Sterne, Agee and Leach, Inc. and The Trust Company of Sterne, Agee &
     Leach, Inc. Furthermore, Sterne Agee & Leach Group, Inc., Sterne, Agee &
     Leach, Inc. and The Trust Company of Sterne Agee & Leach, Inc. must report
     beneficial ownership of the shares owned by each other but they do not
     report beneficial ownership of shares owned by Mr. Holbrook individually.
     Mr. Holbrook disclaims beneficial ownership of all securities held by
     Sterne, Agee & Leach Group, Inc., Sterne, Agee & Leach, Inc. and The Trust
     Company of Sterne, Agee & Leach, Inc. Sterne, Agee & Leach Group, Inc.,
     Sterne, Agee & Leach, Inc. and The Trust Company of Sterne, Agee & Leach,
     Inc., as trustees, disclaim beneficial ownership of all securities held by
     The Trust Company of Sterne, Agee & Leach, Inc. for the benefit of third
     parties.

(5)  Mr. Holbrook beneficially owns 8 shares of Series B Preferred Stock (4
     through a general partnership) convertible into 33,328 shares of Common
     Stock, 2 shares of Series C Preferred Stock convertible into 5,000 shares
     of Common Stock and a warrant to purchase 10,250 shares of Common Stock at
     $10.00 per share, which assuming conversion of all of the convertible
     preferred stock and the exercise of this warrant constitutes approximately
     5.57% of the total outstanding shares of Common Stock. Sterne, Agee & Leach
     Group, Inc. beneficially owns 24 shares of Series B Preferred Stock (4
     through a general partnership) convertible into 99,984 shares of Common
     Stock and a warrant to purchase 20,500 shares of Common Stock at $10.00 per
     share which, assuming conversion of all of the convertible preferred stock
     and the exercise of this warrant constitutes approximately 13.98% of the
     outstanding shares of Common Stock. Sterne, Agee and Leach, Inc.
     beneficially owns 30,000 shares of Common Stock and 2 shares of Series C
     Preferred Stock convertible into 5,000 shares of Common Stock which,
     assuming conversion of all convertible preferred stock, constitutes
     approximately 4.06% of the total outstanding shares of Common Stock. The
     Trust Company of Sterne, Agee and Leach, Inc. beneficially owns as trustee
     of a trust for the benefit of Sterne, Agee and Leach, Inc. or its assigns
     100,000 shares of Common Stock which has been committed to be distributed
     to independent third parties pursuant to




                                       58
<PAGE>   59

a Memorandum of Understanding in accordance with the exemption from registration
contained in Section 3(a)(10) of the Securities Act of 1933, as amended, which
assuming conversion of all of the convertible preferred stock, represents
approximately 11.7% of the outstanding shares of Common Stock, and, as
co-trustee of a trust benefitting the adult and independent children of James S.
Holbrook, Jr., 4 shares of Series B Preferred Stock convertible into 16,664
shares of Common Stock, 2 shares of Series C Preferred Stock convertible into
5,000 shares of Common Stock, and a warrant to purchase 10,250 shares of Common
Stock at $10.00 per share which, assuming conversion of all of the convertible
preferred stock and the warrant, constitutes approximately 3.75% of the
outstanding shares of Common Stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         DEBENTURES

         Pursuant to the Merger, each of Messrs. McGinnis and Ralph were issued
debentures of the Company in the principal amount $125,000 payable in
installment over three (3) years at an interest rate of 7.5% per annum. See
"Item 1 -- The Merger."

         WARRANTS AND STOCK OPTIONS WITH CONTINGENT EXERCISABILITY

         On November 19, 1999, the Registrant consummated a revolving note loan
from Colonial Bank in the amount of $1 million. This note was unconditionally
guaranteed by Mr. Holbrook, Sterne, Agee & Leach Group, Inc. and a trust of
which The Trust Company of Sterne, Agee & Leach, Inc. is a co-trustee
benefitting Mr. Holbrook's independent adult children, in the amounts of
$500,000, $250,000 and $250,000, respectively, in consideration for warrants to
purchase 20,500, 10,250 and 10,250 shares, respectively (as adjusted pursuant to
the terms of the warrants), of Common Stock for $10.00 per share exercisable
until November 19, 2003. Furthermore, in the event that the guarantors are
required to make payment against the guaranties, then, upon such payment, they
each will have the right to exercise an option, separate and apart from the
warrants, to convert such payment on the guaranty into shares of Common Stock at
a price of $10.00 per share (or an aggregate maximum of 100,000 shares). In the
event that the loan is either (i) repaid by the Company or (ii) the guarantors
are otherwise released from the guaranties, then such option shall expire but
the warrants shall continue to exist until exercised or their expiration at the
end of four years.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits: The exhibits required to be filed by this Item 13(a) are listed
herein on the Index to Exhibits on page 61 and are hereby incorporated herein by
reference.

(b) Reports on Form 8-K: The Company filed the following Report on Form 8-K
during the quarter ended December 31, 1999 which includes a listing of the items
reported, whether any financial statement were attached and the date of such
report:

         The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
Current Report on Form 8-K filed December 1, 1999 reporting under Item 5 of Form
8-K the consummation of the event occurring on November 19, 1999, a $1 million
loan from Colonial Bank and the corresponding guarantees of such loan by certain
shareholders in lieu of common stock purchase warrants. No financial statement
were attached to this Form 8-K.






                                       59
<PAGE>   60


                                   SIGNATURES


              In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Company caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.

                                    BOBBY ALLISON WIRELESS CORPORATION


                                    By:  /s/ Robert L. McGinnis
                                       --------------------------------------
                                    Name:  Robert L. McGinnis
                                    Title: Chairman of the Board and Chief
                                           Executive Officer



<TABLE>
<CAPTION>
SIGNATURE                               TITLE                                                   DATE
---------                               -----                                                   ----
<S>                                     <C>                                                     <C>


/s/ Robert L. McGinnis                  Chairman of the Board, Chief Executive Officer          March 29, 2000
---------------------------------       (Principal Executive Officer) and Treasurer
Robert L. McGinnis                      (Principal Financial and Accounting Officer)



/s/ James L. Ralph                       President and Secretary                                March 29, 2000
---------------------------------
James L. Ralph



/s/ James S. Holbrook, Jr.               Director                                               March 29, 2000
---------------------------------
James S. Holbrook, Jr.


</TABLE>



                                       60
<PAGE>   61




                                   FORM 10-KSB
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit
Number                                 Description                                                           Page
------                                 -----------                                                           ----
<S>            <C>                                                                                           <C>
3.1           Second Restated Articles of Incorporation of the Company (11)
3.2           Bylaws of Company (1)
3.3           Amendment to Bylaws dated June 1, 1999 (9)
4.1           Specimen Stock Certificate of Company (1)
4.2           Form of Warrant(12)
4.3           Form of Option Agreement(12)
4.4           Sections 4.2 and 4.3 of the Second Restated Articles of Incorporation of the Company
9.9*          Voting Trust Agreement with Mark D. Fisherman (1)
10.1*         2Connect Express, Inc. 1996 Stock Option Plan (1)
10.2*         2Connect Express, Inc. Director's Option Plan (1)
10.3*         Amended and Restated Employment Agreement with Marc. D. Fisherman dated as
              of April 1, 1997 (1)
10.4*         Employment Agreement between the Company and Kevin Killoran dated June 17, 1997 (1)
10.5*         Employment Agreement between the Company and Michael Wichelns dated June 17, 1996 (1)
10.6*         Employment Agreement between the Company and Jeff Manly dated June 17, 1996 (1)
10.7*         Form of Indemnification Agreement between Company and Marc D. Fisherman (1)
10.8*         Form of Indemnification Agreement between Company and Steven Stedman (1)
10.9*         Form of Indemnification Agreement between Company and Jeff Manly (1)
10.10*        Form of Indemnification Agreement between Company and Kevin Killoran (1)
10.11*        Form of Indemnification Agreement between Company and Ira Neimark (1)
10.12*        Form of Indemnification Agreement between Company and David Colby (1)
10.13*        Form of Indemnification Agreement between Company and Lynn Tilton (1)
10.14*        Form of Indemnification Agreement between Company and Arnold Jaffee (1)



</TABLE>


                                       61
<PAGE>   62


<TABLE>
<CAPTION>
<S>            <C>                                                                                           <C>


10.15*        Management Agreement between the Company and Bobby Allison Cellular Systems
              of Florida, Inc. (2)
10.16*        Agreement by an between the Company and Sterne, Agee & Leach, Inc. dated August
              27, 1998 (3)
10.17*        Debtor's Amended Plan of Reorganization file June 24, 1998 (4)
10.18*        Second Amended Disclosure Statements for Amended Plan of Reorganization filed
              June 24, 1998 (4)
10.19*        First Modification to Amended Plan of Reorganization dated August 7, 1998 (4)
10.20*        First Modification to Second Amended Disclosure Statement dated August 7, 1998 (4)
10.21*        Second Modification to Amended Plan of Reorganization filed August 28, 1998 (4)
10.22         Merger Agreement by and among the Company, 2Connect Acquisition Corp., Bobby
              Allison Cellular Systems of Florida, Inc. and the shareholders of Bobby Allison
              Cellular Systems of Florida, Inc. dated May 1, 1998, as amended October 26, 1998.  (5)
10.23         Employment Agreement of Robert L. McGinnis (5)
10.24         Employment Agreement of James L. Ralph (5)
10.25         License Agreement with Robert A. Allison a/k/a Bobby Allison (9)
10.26**       Exclusive Regional Retail Dealer Agreement, effective December 1, 1998, by and
              between Bobby Allison Cellular Systems of Florida, Inc.  and AT&T Wireless
              Services of Florida, Inc. d/b/a AT&T Wireless Services. (10)
10.27         Bobby Allison Wireless Corporation 1999 Stock Option Plan (9)
10.28(a)      Promissory Note between Bobby Allison Wireless Corporation and SouthTrust Bank,
              National Association, in the amount of $350,000 dated February 24,
              1999 (8)
10.28(b)      Business Loan Agreement between Bobby Allison Wireless Corporation and
              SouthTrust Bank, National Association, dated February 24, 1999 (8)
10.28(c)      Commercial Security Agreement between Bobby Allison Wireless Corporation and
              SouthTrust Bank, National Association, dated February 24, 1999 (8)
10.29(a)      Promissory Note between Bobby Allison Wireless Corporation and SouthTrust Bank,
              National Association, in the amount of $500,000 dated February 24,
              1999 (8)
10.29(b)      Business Loan Agreement between Bobby Allison Wireless
              Corporation and SouthTrust Bank, National Association, dated February 24, 1999 (8)
10.29(c)      Commercial Security Agreement between Bobby Allison Wireless Corporation and
              SouthTrust Bank, National Association, dated February 24, 1999 (8)
10.30         Colonial Bank Note dated November 17, 1999(12)
10.31(a)      Colonial Bank Note dated February 23, 2000


</TABLE>


                                       62
<PAGE>   63
\


<TABLE>
<S>            <C>                                                                                           <C>

10.31(b)      Modification Agreement effective February 23, 2000
10.32         Split-Dollar Agreement of Robert L. McGinnis
10.33         Split-Dollar Agreement of James L. Ralph
10.34         Bobby Allison Wireless Corporation Incentive Compensation Plan for Robert L. McGinnis
10.35         Bobby Allison Wireless Corporation Incentive Compensation Plan for James L. Ralph
16.1          Letter of KPMG LLP on change of accountants (6)
21.1          Subsidiaries of Bobby Allison Wireless Corporation
27.1          Financial Data Schedule

</TABLE>
----------------

*     Each of these documents have either expired, were terminated or were
      consummated upon the confirmation of the Company's Plan of Reorganization
      confirmed by the U.S. Bankruptcy Court, Southern District of Florida on
      October 27, 1998.

**    Certain provisions of this exhibit are subject to an order of confidential
      treatment issued by the Securities and Exchange Commission.

(1)   Registration Statement on Form SB-2 with respect to the units of Bobby
      Allison Wireless Corporation f/k/a/ 2Connect Express, Inc. (Commission
      File No. 333-15567) is incorporated by reference into Part III of this
      report.

(2)   The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
      Quarterly Report on Form 10-QSB for the quarter ended August 1, 1998
      (Commission File No. 000-22251), is incorporated by reference into Part
      III of this report.

(3)   The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
      Current Report on Form 8-K for the event occurring on August 27, 1998
      (Commission File No. 000-22251), is incorporated by reference into Part
      III of this report.

(4)   The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
      Quarterly Report on Form 10-QSB for the quarter ended October 31, 1998
      (Commission File No. 000-22251), is incorporated by reference into Part
      III of this report.

(5)   The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
      Current Report on Form 8-K for the event occurring on December 31, 1998
      (Commission File No. 000-22251), is incorporated by reference into Part
      III of this report.

(6)   The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
      Current Report on Form 8-K for the event occurring on January 7, 1999
      (Commission File No. 000-22251), is incorporated by reference to Part III
      of this report.




                                       63
<PAGE>   64



(7)   The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
      Current Report on Form 8-K for the event occurring on March 1, 1999
      (Commission File No. 000-22251), is incorporated by reference to Part III
      of this report.

(8)   Amendment No. 1 to the Bobby Allison Wireless Corporation f/k/a 2Connect
      Express, Inc. Quarterly Report on Form 10-QSB for the quarter ended March
      31, 1999 (Commission File No. 000-22251), is incorporated by reference
      into Part III of this report.

(9)   The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
      current report on Form 10-KSB for the year ended December 31, 1999
      (Commission File No. 000-22251), is incorporated by reference to Part III
      of this report.

(10)  Amendment No. 1 to the Bobby Allison Wireless Corporation f/k/a 2Connect
      Express, Inc. current report on Form 10-KSB for the year ended December
      31, 1999 (Commission File No. 000-22251), is incorporated by reference to
      Part III of this report.

(11)  The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
      Quarterly Report on Form 10-QSB for the quarter ended June 30, 1999
      (Commission File No. 000-22251), is incorporated by reference into Part
      III of this report.

(12)  The Bobby Allison Wireless Corporation Current Report on Form 8-K for the
      event occurring on November 19, 1999 (Commission File No. 000-22251), is
      incorporated by reference to Part III of this report.





                                       64