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                                  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, 1998, 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 f/k/a 2CONNECT EXPRESS, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


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


2055 LAKE AVENUE, S.E., SUITE A, LARGO, FLORIDA                   33771
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(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. $8,146,369

         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 as of May 14, 1999.

         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 May 14, 1999.




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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. 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.

         (iii)    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.

         (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.

              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 other, the following factors: risks associated with
rapid growth, 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.

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                                     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. The
Company currently operates thirty (30) sales locations consisting of twenty-four
(24) in-line stores, five (5) kiosks and one (1) direct sales location under the
name "Bobby Allison Cellular & Pager" and "Bobby Allison Wireless." All of the
in-line stores and kiosks are located in regional malls throughout Central and
South Florida. The Company is the largest independent specialty retailer of AT&T
Wireless Services in Florida accounting for approximately fifteen percent (15%)
of AT&T cellular activations in Florida.

         The Company's revenues are generated principally from three sources:
retail sales, activation income and residual payments. Retail sales involve the
sale through the Company's sales locations of cellular and pager wireless
products such as phones and pagers and related accessories such as batteries,
chargers, carrying cases and hands-free kits. Activation income consists of
payments to the Company by applicable wireless carriers when a customer
initially subscribes for the carrier's services. The amount of the activation
commission paid by carriers is based upon various service plans offered by the
carriers. The Company's exclusive carrier for wireless telephone services is
AT&T Wireless Services. Activation Commissions from AT&T Wireless Services
represented approximately 51% of the Company's revenue and approximately 75% of
the Company's accounts receivables in the year ended December 31, 1998. The
Company sells pager services for several carriers. The Company receives residual
payments on pager services only. Pager residual payments are received for the
pager airtime that the Company buys wholesale from paging carriers and then
resells to individuals and small businesses.

         The Company does not currently offer any personal communication systems
("PCS") services due to its exclusive carrier agreement with AT&T Wireless
Services in the State of Florida. The Company is, however, currently negotiating
with malls to expand its operations into the State of Georgia and expects to
open its first store outside of the State of Florida in Atlanta, Georgia in June
of 1999. At such time, the Company will be able to and plans to offer PCS as
well as cellular service in the State of Georgia.

         The Company was incorporated 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 closed nine (9) of its ten
(10) stores 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 twenty-three (23) regional mall-based in-line
stores and kiosks 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 one (1) to twenty-four (24)
regional mall-based in-line stores and kiosks making the Company


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again operational. As a result of the merger, the two shareholders of BAC (i)
received approximately seventy-three percent (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 fifty percent (50%), (ii) became two of the three members of
the Board of Directors and (iii) became the 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 a business strategy which has been adopted by the Company
which focuses upon opening its sales locations in highly trafficked regional
malls which are simply designed & operated 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:

         o        REGIONAL MALL LOCATIONS. The Company's sales locations are
                  conveniently located in high traffic regional malls. The
                  Company uses in-line stores and kiosks for maximum flexibility
                  to place stores in the best enclosed regional malls and the
                  best possible locations within those malls.

         o        ONE-STOP WIRELESS SHOPPING. The Company provides its customers
                  with cellular and pager service plans from leading
                  manufacturers along with a wide array of related products and
                  accessories.

         o        AT&T WIRELESS SERVICES AFFILIATION. The Company believes that
                  its wireless partnership with AT&T Wireless Services provides
                  customers with the best quality service in the industry at
                  attractive values, including its single rate plans without
                  long distance and roaming charges. AT&T Wireless Services also
                  currently offers one of the best geographic coverages in the
                  U.S. AT&T Wireless Services is the Company's exclusive carrier
                  in the State of Florida. However, upon expansion outside of
                  Florida into states such as Georgia, the Company will be able
                  to and plans to offer more than one service plan including
                  PCS service.

         o        QUALITY STORE SERVICE. The Company seeks to attract and retain
                  customers through its high quality service and product
                  knowledge about its services and products.

         o        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.

         o        QUALITY PERSONNEL. The Company attracts, develops and
                  motivates its associates through competitive compensation,
                  incentives, training, career path management and advancement
                  opportunity.

         o        SALES LOCATION EXPANSION. The Company plans to continue to
                  expand in the State of Florida and to expand into the State of
                  Georgia. The Company is currently negotiating with malls in
                  Atlanta, Augusta, Macon, Albany and Savannah, Georgia. The
                  Company expects to open its first store outside of the State
                  of Florida in Atlanta, Georgia in June of 1999. The Company
                  has no immediate plans to expand in other states at this time
                  but is currently investigating opportunities in North Carolina
                  and South Carolina. The Company's expansion plans are depended
                  upon, among other things, obtaining additional financing in
                  the form of either debt or equity. The Company has not
                  currently obtained or identified any such financing.
                  Consequently, there is no assurance that the Company will be



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                  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 has 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 2000 the number of cellular and PCS subscribers in the
U.S. will reach approximately 89 million. The Company currently only offers
cellular service due to its exclusive relationship with AT&T Wireless Services
in Florida but will be able to and plans to offer PCS service at such time as
the Company expands into other states such as the State of Georgia. See
"-Carrier Agreements" and "-Business Strategy and Concept."

         The industry has seen a shift in the distribution of cellular and
wireless services, products and accessories in the United States. For many
years, cellular and wireless products and services were distributed to consumers
directly through telemarketing, direct mail, direct sales forces and, to a
lesser extent, carrier-owned retail outlets. As wireless services and products
have become more affordable, the market has expanded significantly and shifted
to a broader consumer base, which purchases for, among other reasons,
convenience and security purposes.

         TYPICAL RETAIL TRANSACTIONS

         o   CELLULAR. In a typical cellular retail transaction, a customer
subscribes for service with AT&T Wireless Services and purchases a telephone for
which there is a gross profit of approximately 30-40% to the Company. The
Company supplements its cellular phone sales with wireless 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 stated 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. See "Management's
Discussions and Analysis or Plan of Operation-Sources of Revenue."

         o   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



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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 AGREEMENTS

         Generally, the Company's stores offer cellular telephone services and
paging services pursuant to carrier agreements. There are only two licensed
cellular (excluding PCS carriers) carriers in a geographic market. The Company
currently sells AT&T Wireless Services' cellular telephone service in Central
and Southern Florida pursuant to an exclusive carrier agreement with AT&T
Wireless Services expiring December 1, 2000. The Company 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 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 20 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.

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         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.

         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 29, 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.



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         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 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 ten (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




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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.

         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 reexecuted its 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"),




                                       9
<PAGE>   10

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.

         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 has been 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. Consequently, as a result of the Merger, Messrs. McGinnis and
Ralph own 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 represent two-thirds of the directors
and serve as the sole executive officers of the Company Their percentage
ownership of the outstanding Common Stock would be diluted to just under 50% if
all of the Company's outstanding Series A Preferred Stock and outstanding Series
B Preferred Stock (including the shares owned by Messrs. McGinnis and Ralph) are
converted into Common Stock.

         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.

         The Company has recently 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. Therefore,
if all options granted to date (44,500) are exercised, Messrs. McGinnis and
Ralph's ownership will remain just under 50% on a fully-diluted basis. Depending
upon future dilution resulting from the sale of additional securities of the
Company, Messrs. McGinnis and Ralph could cause the Board of Directors to issue
such number of stock options to themselves as officers and directors of the
Company necessary to provide Messrs. McGinnis and Ralph the opportunity to
maintain control of a majority of the outstanding Common Stock even if all of
the currently outstanding Series A Preferred Stock and Series B Preferred Stock
is converted. The Company has also authorized 7.5% Series C Convertible
Preferred Stock ("Series C Preferred Stock") none of which are issued and
outstanding, but each share of which is also convertible into 4,166 shares of
Common Stock. See the Company's First Amendment to its Form 10- QSB for the
quarter ended October 31, 1998 for a description of the Series A Preferred
Stock, the Series B Preferred Stock and Series C Preferred Stock (hereinafter,
the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred
Stock is collectively referred to as the "Preferred Stock").






                                       10
<PAGE>   11

         The Merger Agreement and Amendment were negotiated at arm's length.
However, from the execution of the Agreement until the Merger, including the
execution of the Amendment, certain officers of Sterne Agee served as the Board
of Directors and the officers of the Company. Sterne Agee and certain of its
affiliates ("Sterne Agee Group") owned 44 shares of the 7.5% Series B
Convertible Preferred Stock of BAC during such time which was converted pursuant
to the Merger into 44 shares of Series B Preferred Stock. Consequently, the
Sterne Agee Group had the right to convert into 2068 shares of BAC common stock
or approximately 29% assuming conversion of all of BAC' preferred stock, and,
after the Merger, 183,304 shares of Common Stock or approximately 24% of the
Company's Common Stock assuming conversion of all of the Company's outstanding
Preferred Stock. The Sterne Agee Group also owns 130,000 shares of Common Stock
or approximately 17% of the Common Stock assuming conversion of all of the
preferred stock of the Company.

         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 May 14, 1999 the Company had 120 full-time and 12 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. The
Company also recognizes that, even if the Company's competitors are unable or
choose not to replicate certain aspects of the Company's retailing strategies,
these competitors, including ABC Cellular Corp. and Let's Talk Cellular, Inc.,
might develop a retailing concept that the Company will not be able to
successfully compete against. 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. For Example, Sprint Corp. announced that it will provide
one-stop shopping for phone services, paging services, prepaid phone cards,
Internet access, long-distance service and eventually local phone service in
about 300 square feet of each of the 6,800 Radio Shack stores.

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 business
expenditure and early vacation season and the Christmas holiday season. The
Company generally experiences its weakest sales during February 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



                                       11
<PAGE>   12

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, $58,080 per
year for the second five year renewal period, $63,888 during the third five year
renewal period, $70,277 per year during the fourth five year renewal period and
$77,305 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 does not
intend 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.

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

ITEM 2.  DESCRIPTION OF PROPERTY.

         As of May 14, 1999, the Company had 30 sales locations consisting of
twenty-four (24) in-line stores, five (5) kiosks and one (1) direct sales
location under the name "Bobby Allison Cellular & Pager" and "Bobby Allison
Wireless" in regional malls throughout Central and South Florida. 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




                                       12
<PAGE>   13

Company's kiosks range in size from 100 to 200 square feet and the Company's
in-line stores are, on average, from 700 to 1,000 square feet.

         The Company's corporate headquarters, which are also leased, are
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. The central warehouse is
used to temporarily store merchandise for distribution and used to initially
stock new stores upon their opening.


















                                       13
<PAGE>   14

ITEM 3. LEGAL PROCEEDINGS.

         On January 12, 1998, the Company filed a voluntary petition for relief
under the provisions of Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Florida. The Company's Plan of
Reorganization was confirmed by the Court on October 27, 1998. See Item 1
"Bankruptcy."

         The Company is not involved in any other 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.

         During the fourth quarter of the Company's fiscal year ended December
31, 1998, the Company submitted to its shareholders for approval the following
matter: (i) the First Amended and Restated Articles of Incorporation which
created three series of convertible preferred stock mirroring the BAC preferred
stock other than conversion ratio to accommodate the merger and (ii) election of
directors. Each of the matters was voted upon by unanimous consent action in
lieu of a meeting.

















                                       14
<PAGE>   15

                                     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 to date. 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 May 14, 1999, the Company had a total of fourteen (14)
shareholders, four (4) holders of record of the Company's Common Stock and
fourteen (14) 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, 1998:

<TABLE>
<CAPTION>
                              FIRST QUARTER          SECOND QUARTER           THIRD QUARTER           FOURTH QUARTER
                              -------------          --------------           -------------           --------------
<S>                               <C>                    <C>                     <C>                      <C>
         1997:

         High Bid                   -                    $12.000                 $11.250                  $9.625
         Low Bid                    -                    $10.125                 $8.125                   $2.895
         Closing Bid                -                    $10.250                 $9.750                   $2.895

         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                     -*

</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 May 14, 1999, had 30
sales locations including twenty-four (24) in-line stores, five (5) kiosks and
one (1) direct sales location all of which are located in Central and South
Florida. The Company's products, which range in price up to approximately $699,
cover a broad assortment of over two hundred fifty (250) stock-keeping units and
a wide range of service plans offered by six (6) service providers, AT&T
Wireless Services and paging carriers. The Company's average sales transaction
was approximately $151 for the year ended December 31, 1998.





                                       15
<PAGE>   16


         The Company plans to expand its operations beyond the State of Florida
and is currently negotiating with malls to expand its operations into the State
of Geogia, particularly Atlanta, Augusta, Macon, Albany and Savannah. The
Company expects to open its first store outside of the State of Florida in
Atlanta, Georgia in June of 1999. The Company has no immediate plans to expand
in other states at this time but is currently investigating opportunities in
North Carolina and South Carolina. The Company's expansion plans are dependent
upon, among other things, obtaining additional capital whether in the form of
debt or equity. The Company has not currently obtained the necessary financing
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.

         During 1998, the Company planned and implemented a re-structuring which
included:

o        the January 12, 1998 filing of a voluntary petition for protection
         under Chapter 11 of the U.S. Bankruptcy Code to restructure the
         business

o        significantly reducing corporate overhead

o        pursuant to the Chapter 11 proceedings, rejecting the leases and
         closing all of its stores except for its one profitable location Coral
         Square mall

o        settling all claims of creditors and emerging from bankruptcy on
         October 27, 1998

o        entering into a merger agreement on May 14, 1998 and consummating a
         merger with Bobby Allison Cellular Systems of Florida, Inc. on December
         31, 1998

SOURCES OF REVENUE

         The Company's revenues are generated principally from three sources:

         (i) RETAIL SALES. The Company sells cellular and wireless products,
such as phones, pagers and related accessories in the Company's retail outlets.

         (ii) ACTIVATION COMMISSIONS. 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 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.

         Due to the fact that the Company only has sales locations in the state
of Florida and entered into an exclusive carrier agreement with AT&T Wireless
Services in the State of Florida, the Company does not currently offer any PCS
or alternate cellular services. As stated above, the Company plans to expand
into the State of Georgia and expects to open its first store in Atlanta,
Georgia in June of 1999. At such time, the Company expects to begin offering
wireless services from a number of cellular and PCS carriers in Atlanta and,
when applicable, other cities in the state of Georgia on a non-exclusive basis.
AT&T Wireless Services' activation commissions accounted for approximately 51%
of net revenues and approximately 75% of the Company's net accounts receivables
in 1998.

         (iii) RESIDUAL PAYMENTS. The Company receives monthly payments directly
from customers for the pager airtime that the Company buys wholesale from paging
carriers and then resells to individuals and small businesses.

         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 and will continue to have a negative effect on the Company's gross






                                       16
<PAGE>   17


revenues in 1999 and beyond but has not and is not expected to have 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 high 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 reduction in revenues negatively affects the Company's same store
sales growth which grew approximately 36.2% from the year ended December 31,
1997 to the year ended December 31, 1998 but would have grown over 40% if not
for this payment shift. Due to the fact that such payment shift did not occur
until the Fall of 1998, the payment shift will have a more drastic negative
effect on same store sales comparisons for the year ended December 31, 1999
versus the year ended December 31, 1998 since it will have been in place for a
full twelve months at such time.

         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 is expected to be approximately 64%
(absent unexpected changes in market conditions and Company operations)
throughout 1999.

         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.

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

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                             FOR THE TWELVE          FOR THE TWELVE
                                                              MONTHS ENDED            MONTHS ENDED
                                                            DECEMBER 31, 1998       DECEMBER 31, 1997
                                                            -----------------       -----------------

<S>                                                              <C>                       <C>
Net Sales...............................................         100.0%                    100.0%
Cost of Sales...........................................          48.3%                     55.8%
Gross Profit............................................          51.7%                     44.2%
Selling, General and Administrative Expenses                      44.4%                     52.7%
(Excluding Depreciation)................................
Depreciation and Amortization...........................           2.2%                      2.6%

</TABLE>


                                       17
<PAGE>   18

<TABLE>
<CAPTION>
                                                             FOR THE TWELVE          FOR THE TWELVE
                                                              MONTHS ENDED            MONTHS ENDED
                                                            DECEMBER 31, 1998       DECEMBER 31, 1997
                                                            -----------------       -----------------

<S>                                                                <C>                     <C>
Operating Income........................................           5.2%                    (11.1%)
Interest Expense........................................           3.7%                      3.2%
Provision (Benefit) For Income Taxes....................           5.5%                     (3.7%)
Net Income (loss).......................................           0.7%                    (10.5%)

</TABLE>

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1998 TO THE YEAR ENDED
DECEMBER 31, 1997

         NET SALES. Net sales were $8,146,369 for the year ended December 31,
1998 as compared to $4,800,396 for the year ended December 31, 1997 or an
increase of $3,345,973 or approximately 69.7%. This increase reflects the
increase in store count from ten (10) to twenty-two (22) stores. Comparable
store sales for the year ended December 31, 1998 increased by $1,507,903 or
approximately 36.2% as compared to the year ended December 31, 1997. The Company
operated twenty-four (24) stores at December 31, 1998, ten (10) of which had
then been owned and operated for at least 12 months. As stated above, comparable
stores sales include only stores owned and operated by the Company for at least
12 full months and are effected by the AT&T Wireless Services payment shift. See
"-Sources of Revenue."

         GROSS PROFIT. Gross profit was $4,211,434 for the year ended December
31, 1998 as compared to $2,120,368 for the year ended December 31, 1997 or an
increase of $2,091,066 or approximately 98.6%, largely reflecting the increase
in stores operated during the year ended December 31, 1998. Gross profit as a
percentage of sales increased from approximately 44.2% in the year ended
December 31, 1997 to approximately 51.7% in the year ended December 31, 1998.
This increase was due primarily to 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. See "-Sources of Revenue."

         OPERATING EXPENSES. Selling, general and administrative expense was
$3,613,255 for the year end December 31, 1998 as compared to $2,529,953 for the
year ended December 31, 1997 or an increase of $1,083,302 or approximately
42.8%, largely as a result of the Company's store expansion in 1998. Corporate
headquarter's expenses, included therein, increased due primarily to increased
costs necessitated by the Company's growth and anticipated future growth
including, but not limited to, support and training, advertising and marketing
and merchandising and allocation/distribution.

         NET INTEREST EXPENSE. Net interest expense was $296,469 for the year
ended December 31, 1998 as compared to $142,602 for the year ended December 31,
1997 or an increase of $153,867 or approximately 108% due to increased short
term borrowings associated with expenses of the Merger.

         NET INCOME/LOSS. The Company had net income of $67,622 for the year
ended December 31, 1998 as compared to a net loss of $501,444 for the year ended
December 31, 1997.

EXTRAORDINARY ITEMS FOR 1999 AND 2000

         In December 1998, a major vendor forgave debt owed to such vendor by
the Company in the amount of $262,062. As a result, the Company recorded this
debt forgiveness as deferred income because the Company must repay all




                                       18
<PAGE>   19
$262,062 if the Company terminates its relationship with such vendor before
December of 1999 and one-half or $131,031 if the Company terminates its
relationship with such vendor before December of 2000. Consequently, the Company
will recognize $131,031 as income in December of 1999 and $131,031 as income in
December of 2000.

LIQUIDITY AND CAPITAL RESOURCES

         The Company had $82,381 of net working capital at December 31, 1998
compared to negative net working capital $1,015,708 at December 31, 1997. The
increase in net working capital was due primarily to the issuance of securities,
the proceeds of which were used to increase inventory levels, reduce current
liabilities and build cash reserves. Also, on February 24, 1999, the Company
consummated a line of credit with SouthTrust Bank by which the Company may
borrow up to $500,000 for working capital. As of May 14, 1999, the Company has
drawn down $350,000 of the line of credit.

         The Company's net cash used by operating activities for the year ended
December 31, 1998 was $466,833 as compared to $292,292 for the year ended
December 31, 1997 or an increase of $174,541. The increase was primarily due to
increases in accounts receivables and inventories associated with new stores.
The net cash used in investing activities for the year ended December 31, 1998
increased $248,819 as compared to the year ended December 31, 1997 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, 1998 increased by $551,284 as compared to the year ended
December 31, 1997 related primarily to the issuance of convertible debt offset
by the repayment of long-term debt.

         The Company expects to satisfy its anticipated demands and commitments
for cash in the next 12 months from internally generated cash, borrowings
through its line of credit and the issuance of additional securities. However,
there is no assurance that the Company will be able to find a purchaser for its
securities or, if a purchaser is found, that an adequate price for the Company's
securities can be obtained or that the Company's shareholders will not be
diluted by any such issuance.

NET OPERATING LOSS CARRY-FORWARDS AND DEFERRED TAX ASSETS

         At December 31, 1998, the Company had approximately $425,000 of net
operating loss carry forward for Federal income tax purposes ("NOL") which NOL
expires in 2012 and which are limited by Section 382 of the Internal Revenue
Code of 1986. As of December 31, 1998, the Company has a total deferred tax
asset of $180,000 consisting of $137,000 from NOL, $19,000 from leasehold
improvements and $24,000 from accounts receivables. See Notes to Consolidated
Financial Statements - Note 9.

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's stores have historically experienced, and the Company
expects its stores to continue to experience, seasonal fluctuations in revenues
with a larger percentage of revenues typically being realized in the second
quarter and during the holiday season. In addition, the Company's quarterly
results can be significantly affected by the timing of store openings and
acquisitions and the integration of new and acquired stores into the Company's
operations.





                                       19
<PAGE>   20

YEAR 2000 READINESS DISCLOSURE

        The Company has conducted a review of its computer systems to identify
the systems that could be affected by the "Year 2000" issue and has developed an
implementation plan to resolve the issue. The Year 2000 issue is the result of
the computer programs being written using two digits rather than four to define
the applicable year. Any of the Company's computer programs that have
time/date-sensitive software and hardware may recognize a date using "00" has
the year 1900 rather than the year 2000. This could result in major system
failure or miscalculation. The Company has updated its computer systems,
particularly its point-of-sale systems for a total cost of approximately $40,000
and, based upon assurances from its software vendors, believes that it is
presently Year 2000 compliant. 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 Year 2000 issue not only creates risk for the Company of unforeseen
problems in its own computer systems but also from third parties on which the
Company relies. In addition, the Company is querying its suppliers as to their
progress in identifying and addressing problems that their computer systems will
face in correctly processing date information as the year 2000 approaches and is
reached. The Company has received such assurances from its vendors, particularly
from AT&T Wireless Services, its sole cellular carrier. However, there are no
assurances that the Company will identify all date-handling problems in its
business systems or that the Company or its vendors will be able to successfully
remedy Year 2000 compliance issues that are discovered. To the extent that the
Company is unable to resolve its Year 2000 issues prior to January 1, 2000,
operating results could be adversely affected. In addition, the Company could be
adversely affected if other entities (e.g., vendors) not affiliated with the
Company do not appropriately address their own year 2000 compliance issues in
advance of their occurrence.

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.

                                                                            Page
                                                                            ----
Report of Independent Auditors

        BDO Seidman, LLP                                                     21

        Carter, Belcourt & Atkinson, P. A.                                   22

Financial Statements

        Consolidated balance sheets at December 31, 1998 and 1997.         23-24

        Consolidated statements of operations for the years ended
          December 31, 1998 and 1997.                                       25

        Consolidated statements of capital deficit year ended
          December 31, 1998 and 1997.                                       26

        Consolidated statements of cash flows for the year ended
          December 31, 1998 and 1997.                                       27


        Notes to consolidated financial statements                         28-49




                                       20
<PAGE>   21


REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
Bobby Allison Wireless Corporation and Subsidiary

We have audited the accompanying consolidated balance sheet of Bobby Allison
Wireless Corporation (formerly 2Connect Express, Inc.) and Subsidiary as of
December 31, 1998 and the related consolidated statements of operations,
shareholders' equity (deficit), and cash flows for the year 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 audit.

We conducted our audit 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 audit provides 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, 1998, and the results of their
operations and cash flows for the year then ended, in conformity with generally
accepted accounting principles.

                                               BDO Seidman, LLP

Orlando, Florida
March 15, 1999, except for Note 7,
    which is as of March 31, 1999


                                       21
<PAGE>   22



REPORT OF INDEPENDENT AUDITORS


To the Stockholders of
Bobby Allison Cellular Systems of Florida, Inc.

We have audited the balance sheet of Bobby Allison Cellular Systems of Florida,
Inc. (see Notes 1 and 2) as of December 31, 1997 and the related statements of
operations, capital deficit and cash flows for the year 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 audit.

We conducted our audit 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 audit provides 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 Cellular Systems
of Florida, Inc. as of December 31, 1997, and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.

                                              Carter, Belcourt & Atkinson P.A.

Lakeland, Florida
June 15, 1998, except for Notes 3 and
   4, as to which the date
   is January 5, 1999




                                       22
<PAGE>   23


                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                                     CONSOLIDATED BALANCE SHEETS


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

<TABLE>
<CAPTION>

DECEMBER 31,                                                                            1998             1997
------------                                                                         ----------      ----------
<S>                                                                                  <C>             <C>
ASSETS

CURRENT:
  Cash                                                                               $  125,155      $    2,050
  Accounts receivable, less allowance for doubtful accounts of
    $76,144 and $54,237                                                                 684,344         408,977
  Prepaid expenses                                                                       29,091              --
  Inventories                                                                           645,976         452,018
  Deferred tax asset (Note 9)                                                            24,000          20,000
                                                                                     ----------      ----------

         TOTAL CURRENT ASSETS                                                         1,508,566         883,045
                                                                                     ----------      ----------

LEASEHOLD IMPROVEMENTS AND EQUIPMENT, at cost:
  Office equipment and furniture                                                        628,182         291,795
  Leasehold improvements                                                                310,671         254,009
  Automotive equipment                                                                   11,215          11,215
                                                                                     ----------      ----------

                                                                                        950,068         557,019
  Less accumulated depreciation                                                         265,491         156,644
                                                                                     ----------      ----------

         NET LEASEHOLD IMPROVEMENTS AND EQUIPMENT                                       684,577         400,375
                                                                                     ----------      ----------

OTHER ASSETS:
  Goodwill and other intangible assets, net of accumulated amortization of
    $135,442 and $109,340 (Note 2)                                                      350,397          40,873
  Deferred tax asset (Note 9)                                                           156,000         205,000
  Deposits                                                                               25,038          14,381
                                                                                     ----------      ----------

         TOTAL OTHER ASSETS                                                             531,435         260,254
                                                                                     ----------      ----------

                                                                                     $2,724,578      $1,543,674
                                                                                     ==========      ==========

</TABLE>


                   SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




                                       23
<PAGE>   24


                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                                     CONSOLIDATED BALANCE SHEETS


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

<TABLE>
<CAPTION>

DECEMBER 31,                                                                            1998                 1997
------------                                                                       -----------       -----------

<S>                                                                                <C>               <C>
CURRENT LIABILITIES:
  Accounts payable                                                                 $   550,156       $   830,610
  Accrued expenses                                                                     266,624           121,007
  Deferred income (Note 5)                                                             315,528            45,911
  Current maturities of long-term debt (Note 3)                                        168,877           776,225
  Convertible debenture (Note 4)                                                       125,000           125,000
                                                                                   -----------       -----------

         TOTAL CURRENT LIABILITIES                                                   1,426,185         1,898,753

LONG-TERM LIABILITIES:
  Long-term debt, less current maturities (Note 3)                                     441,961           201,750
  Convertible debentures (Note 4)                                                           --           375,000
                                                                                   -----------       -----------

         TOTAL LIABILITIES                                                           1,868,146         2,475,503
                                                                                   -----------       -----------

COMMITMENTS AND CONTINGENCIES                                                               --                --

PREFERRED STOCK (Note 6):
  Series A convertible preferred stock, $1.00 par, shares authorized 20;
    outstanding 15                                                                     375,000                --
  Series B convertible preferred stock, $1.00 par, shares authorized 50;
    outstanding 50                                                                   1,250,000                --
                                                                                   -----------       -----------

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

CAPITAL DEFICIT:
  Common stock, $.01 par; shares authorized 25 million; outstanding
    480,000 and 4,330                                                                    4,800                43
  Additional paid-in capital                                                           100,405             2,287
  Deficit                                                                             (873,773)         (927,659)
  Treasury stock, 330 shares, at cost                                                       --            (6,500)
                                                                                   -----------       -----------

         TOTAL CAPITAL DEFICIT                                                        (768,568)         (931,829)
                                                                                   -----------       -----------

                                                                                   $ 2,724,578       $ 1,543,674
                                                                                   ===========       ===========

</TABLE>


                    SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                       24
<PAGE>   25


                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                           CONSOLIDATED STATEMENTS OF OPERATIONS


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

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,                                          1998              1997
                                                             -----------       -----------
<S>                                                          <C>               <C>
REVENUES:
  Product sales                                              $ 3,361,413       $ 1,875,105
  Activation commissions                                       4,153,156         2,187,772
  Pager services                                                 631,800           737,519
                                                             -----------       -----------

         Total revenues                                        8,146,369         4,800,396

COST OF SALES                                                  3,934,935         2,680,028
                                                             -----------       -----------

         Gross profit                                          4,211,434         2,120,368
                                                             -----------       -----------

OPERATING EXPENSES:
  Selling, general and administrative expenses                 3,613,255         2,529,953
  Depreciation and amortization                                  176,116           125,591
                                                             -----------       -----------

         Total operating expenses                              3,789,371         2,655,544
                                                             -----------       -----------

         Operating income (loss)                                 422,063          (535,176)
                                                             -----------       -----------

OTHER INCOME (EXPENSE):
  Interest expense                                              (301,411)         (153,651)
  Interest income                                                  4,942            11,049
  Other                                                          (12,972)              334
                                                             -----------       -----------

         Total other expense                                    (309,441)         (142,268)
                                                             -----------       -----------

INCOME (LOSS) BEFORE TAXES ON INCOME                             112,622          (677,444)

INCOME TAX (EXPENSE) BENEFIT (Note 8)                            (45,000)          176,000
                                                             -----------       -----------

NET INCOME (LOSS)                                                 67,622          (501,444)

PREFERRED STOCK DIVIDENDS                                         13,736                --
                                                             -----------       -----------

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS           $    53,886       $  (501,444)
                                                             ===========       ===========

PRO FORMA EARNINGS (LOSS) PER COMMON SHARE:
  Basic and diluted                                          $       .11       $     (1.05)
                                                             ===========       ===========

PRO FORMA WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic and diluted                                              480,000           480,000
                                                             ===========       ===========

</TABLE>


                   SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




                                       25
<PAGE>   26


                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      CONSOLIDATED STATEMENTS OF CAPITAL DEFICIT

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


<TABLE>
<CAPTION>
                                                    COMMON STOCK      ADDITIONAL
                                               ---------------------    PAID-IN                    TREASURY
                                               SHARES        AMOUNT     CAPITAL      DEFICIT        STOCK         TOTAL
                                               --------    ---------   ---------    ---------     ---------      --------

<S>                                           <C>          <C>         <C>          <C>           <C>            <C>
BALANCE, December 31, 1996                        4,330    $      43   $   2,287    $(426,215)    $  (6,500)    $(430,385)

Net loss                                             --           --          --     (501,444)           --      (501,444)
                                               --------    ---------   ---------    ---------     ---------     ---------

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)
                                               ========    =========   =========    =========     =========     =========


</TABLE>

                   SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.



                                       26
<PAGE>   27


                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

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


<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,                                                                      1998              1997
-----------------------                                                                  -----------       -----------
<S>                                                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                                      $    67,622       $  (501,444)
  Adjustments to reconcile net loss to net cash used for operating activities:
      Depreciation and amortization                                                          176,116           125,591
      Loss on disposal of equipment                                                           14,236               714
      Accrued interest converted to preferred stock                                           10,000                --
      Cash provided by (used for):
        Accounts receivable                                                                 (275,367)           11,652
        Prepaid expenses                                                                     (27,302)               --
        Inventories                                                                         (193,958)           14,281
        Deferred tax assets                                                                   45,000          (176,000)
        Accounts payable                                                                    (280,454)          217,559
        Accrued expenses                                                                     (10,321)           15,161
        Deferred income                                                                        7,595               194
                                                                                         -----------       -----------

Net cash used for operating activities                                                      (466,833)         (292,292)
                                                                                         -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of leasehold improvements and equipment                                          (274,452)          (70,072)
  Repayment from affiliated company                                                               --            60,774
  Increase in deposits                                                                       (10,657)           (3,605)
  Proceeds from sale of equipment                                                              1,000                --
  Purchase of goodwill and other intangibles                                                      --           (22,387)
                                                                                         -----------       -----------

Net cash used for investing activities                                                      (284,109)          (35,290)
                                                                                         -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of long-term debt                                                               (575,953)         (103,554)
  Proceeds from issuance of long-term debt                                                   350,000           426,317
  Proceeds from issuance of convertible debentures                                         1,100,000                --
                                                                                         -----------       -----------

Net cash provided by financing activities                                                    874,047           322,763
                                                                                         -----------       -----------

NET INCREASE (DECREASE) IN CASH                                                              123,105            (4,819)

CASH, beginning of year                                                                        2,050             6,869
                                                                                         -----------       -----------

CASH, end of year                                                                        $   125,155       $     2,050
                                                                                         ===========       ===========

</TABLE>


                   SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




                                       27
<PAGE>   28


                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


1.      ORGANIZATION,             Bobby Allison Wireless Corporation, formerly
        RECAPITALIZATION AND      "2Connect Express, Inc."("2Connect") through
        MERGER                    its wholly-owned subsidiary Bobby Allison
                                  Wireless, Inc., formerly "2Connect Acquisition
                                  Corp." ("Acquisition") (collectively the
                                  "Company") through a merger (see Note 1[C])
                                  with Bobby Allison Cellular Systems of
                                  Florida, Inc. ("Bobby Allison") owns and
                                  operates 24 mall-based specialty retail
                                  locations and one direct marketing location in
                                  the state of Florida offering cellular and
                                  pager service under the names "Bobby Allison
                                  Wireless" and "Bobby Allison Cellular." 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 is 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 (see Note
                                      1[C]) under which Bobby Allison would
                                      merge with and into Acquisition, a Florida
                                      corporation formed on April 22, 1998.



                                       28
<PAGE>   29
                                              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 (see Note 1[C]). 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.




                                       29
<PAGE>   30
                                              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
                                      7.5% Series A Convertible Preferred Stock,
                                      $1.00 par value, 50 shares of 7.5% Series
                                      B Convertible Preferred Stock, par value
                                      $1.00, 250 shares of 7.5% Series C
                                      Convertible Preferred Stock, par value
                                      $1.00 and 25 million shares of common
                                      stock, par value $.01.

                                  (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;



                                       30
<PAGE>   31
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


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

                                  (D) UNAUDITED PRO FORMA INFORMATION

                                      The following unaudited pro forma
                                      information has been prepared assuming the
                                      Merger had taken place at the beginning of
                                      the respective periods. 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.

<TABLE>
<CAPTION>
                                                                                       UNAUDITED
                                                                              -----------------------------
                                  YEAR ENDED DECEMBER 31,                          1998           1997
                                  -------------------------------------------------------------------------
<S>                                                                           <C>             <C>
                                  Net sales                                   $ 10,386,548    $ 7,378,301
                                  Net loss to common stockholders               (6,363,143)    (3,902,906)
                                  Loss per common share                             (13.26)         (8.13)
                                  -------------------------------------------------------------------------


</TABLE>

2.      SUMMARY OF                (A) BASIS OF PRESENTATION
        SIGNIFICANT
        ACCOUNTING                    Upon the consummation of the Merger, the
        POLICIES                      former stockholders of Bobby Allison
                                      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




                                       31
<PAGE>   32
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


                                      statements of the Company for the periods
                                      prior to the time of the 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.



                                       32
<PAGE>   33
                                              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, 1998,
                                      unamortized goodwill and other intangible
                                      assets of $350,397 was 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 COMMISSIONS - 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



                                       33
<PAGE>   34
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


                                      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 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 activation commissions accounted for
                                      approximately 51% and 45% of the Company's
                                      net revenues for the year ended December
                                      31, 1998 and 1997, respectively. Accounts
                                      receivable from AT&T accounted for
                                      approximately 75% and 92% of the total net
                                      accounts receivable at December 31, 1998
                                      and 1997, 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 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.



                                       34
<PAGE>   35
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


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

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

                                  (J) ADVERTISING COSTS

                                      The Company expenses advertising costs as
                                      incurred. The total advertising costs
                                      charged to expense was $33,302 and $42,383
                                      for the years ended December 31, 1998 and
                                      1997, 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.




                                       35
<PAGE>   36
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


                                  (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 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. SFAS 133 is
                                      effective for all fiscal quarters of
                                      fiscal years beginning after June 15,
                                      1999.

                                      Historically, the Company has not entered
                                      into derivatives contracts either to hedge
                                      existing risks or for speculative
                                      purposes. Accordingly, the Company does
                                      not expect adoption of the new standard on
                                      January 1, 2000 to affect its financial
                                      statements.

                                      In June 1997, the Financial Accounting
                                      Standards Board issued Statement of
                                      Financial Accounting Standards No. 130,
                                      "Reporting Comprehensive Income" ("SFAS
                                      No. 130"). SFAS 130 establishes standards
                                      for reporting and displaying comprehensive
                                      income, its components and accumulated
                                      balances. SFAS 130 is effective for
                                      periods beginning after December 15, 1997.
                                      The Company adopted this new accounting
                                      standard in 1998, and its adoption had no
                                      effect on the Company's financial
                                      statements and disclosures.




                                       36
<PAGE>   37
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


3. LONG-TERM DEBT                 Long-term debt consists of:

<TABLE>
<CAPTION>
                                  DECEMBER 31,                                                       1998           1997
                                                                                                   --------      --------
<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,             $350,000      $     --
                                    fixtures, intangibles and personal guaranty of two
                                    stockholders

                                  7.5% debenture note payable to stockholder, payable
                                    $11,729 quarterly through December 2001, including              125,000            --
                                    interest; unsecured

                                  7.5% debenture note payable to stockholder, payable
                                    $11,729 quarterly through December 2001, including              125,000            --
                                    interest; unsecured

                                  10.625% bank notes, payable $13,994 monthly
                                    through February 1999, including interest;
                                    collateralized by receivables, inventories,
                                    equipment, furniture, fixtures, and
                                    intangibles; and debt subordination
                                    agreements with stockholders, personal guaranty of                   --       476,041
                                    stockholders and right to first offer of assignment
                                    of certain leases

                                  9% demand note to supplier, payable $11,130 monthly
                                    through December 2000, including interest;
                                    collateralized by receivables, inventories,
                                    intangibles and debt subordination agreement with                    --       350,000
                                    stockholders (Note 5)

                                  8%subordinated note payable to stockholder,
                                    principal and interest payable December 31,
                                    1998; unsecured; principal and accrued interest converted            --        70,000
                                    to preferred stock December 1998

                                  8%subordinated note payable to stockholder,
                                    principal and interest payable December 31,
                                    1998; unsecured; principal and accrued interest converted            --        70,000
                                    to preferred stock December 1998

                                  Noninterest bearing note (discounted at 7.51%),
                                    payable $2,000 monthly through June 1998;
                                    collateralized by specific acquired assets and                       --        11,934
                                    personal guaranty of stockholders

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

                                                                                                    610,838       977,975
                                  Less current maturities                                           168,877       776,225
                                                                                                   --------      --------

                                  Total long-term debt                                             $441,961      $201,750
                                                                                                   ========      ========


</TABLE>


                                       37
<PAGE>   38

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

                                  Future maturities of long-term debt are as
                                  follows:

<TABLE>
<CAPTION>
                                  YEAR ENDING DECEMBER 31,
                                  -----------------------------------------------------------------------------
<S>                               <C>                                                               <C>
                                  1999                                                              $   168,877
                                  2001                                                                  205,919
                                  2002                                                                  214,715
                                  2003                                                                   21,327
                                  Thereafter                                                                 --
                                  -----------------------------------------------------------------------------
                                                                                                    $   610,838
                                  =============================================================================

</TABLE>

                                  On February 24, 1999, the Company executed a
                                  line of credit agreement with a local bank.
                                  The line of credit is for a maximum amount of
                                  $500,000, has revolving payment terms, bears
                                  interest at prime plus 1% (8.75% at February
                                  24, 1999), is collateralized by substantially
                                  all the Company's assets and is personally
                                  guaranteed by two stockholders.

4.      CONVERTIBLE               At December 31, 1997, the Company had four
        DEBENTURE                 $125,000 convertible debenture notes
        NOTES                     outstanding. Three of the notes totaling
                                  $375,000 were converted into preferred stock
                                  in November 1998 pursuant to the Merger
                                  Agreement; the remaining debenture note was
                                  repaid in January 1999.

5.      DEFERRED                  During 1998, the Company negotiated an
        INCOME                    agreement with a supplier whereby the supplier
                                  agreed to forgive a note payable with an
                                  outstanding balance of $262,022. Under the
                                  terms of the agreement, the forgiveness is
                                  cancelable if certain events occur, including
                                  the termination of a related agreement with
                                  cause. The Company has deferred the
                                  recognition of debt forgiveness income until
                                  the risk of repayment no longer exists and is
                                  expected to recognize 50% of the deferred
                                  income on November 30, 1999 and the balance on
                                  November 30, 2000, provided the agreement is
                                  still in effect on those dates. The agreement
                                  also provides for certain supplier marketing
                                  development funds received in January 1999 to
                                  be deferred over the same period and
                                  recognized using the same percentages.





                                       38
<PAGE>   39
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


                                  Deferred income also includes billed but
                                  unearned beeper service revenue as of December
                                  31, 1998 and 1997 of $53,505 and $45,911,
                                  respectively.

6.      PREFERRED STOCK           At December 31, 1998, the Company has
                                  outstanding 15 shares of Series A Preferred
                                  Stock, $1.00 par, and 50 shares of Series B
                                  Preferred Stock, $1.00 par, each with a face
                                  value of $25,000 per share. The holders of
                                  this preferred stock are entitled to receive,
                                  out of funds legally available therefor,
                                  cumulative dividends that begin accruing at
                                  the date of issuance at the annual rate of
                                  7.5% based upon the initial purchase price 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, then the
                                  Company shall first pay all accrued dividends
                                  pro rata on the Series A Preferred Stock and
                                  Series B Preferred Stock. If there are
                                  sufficient funds to pay all of the dividends
                                  on the Series A Preferred Stock and Series B
                                  Preferred Stock, then and remaining funds
                                  shall be paid pro rata to the holders of
                                  Series C Preferred Stock. The Company has
                                  authorized but not issued any Series C
                                  Preferred Stock.

                                  CALL FEATURE

                                  The Series A and Series B Preferred Stock are
                                  callable by the Company at any time. The
                                  Preferred Stock also carries a mandatory
                                  redemption feature whereby all outstanding
                                  Series A and Series B Preferred Stock is
                                  redeemable at par value five years after the
                                  issuance date. As a result of this provision,
                                  the Preferred Stock had been recorded outside
                                  of the stockholders' equity section of the
                                  Company's consolidated balance sheet at
                                  December 31, 1998.



                                       39
<PAGE>   40
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

                                  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"). 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.

                                  REDEMPTION

                                  To the extent the Company has funds legally
                                  available therefor, the Company shall redeem
                                  each share of Series A and Series B Preferred
                                  Stock on that date exactly five years after
                                  the issuance of such share of preferred stock.
                                  To the extent the Company has funds legally
                                  available therefor, the Board of Directors of
                                  the Company may at any time, in its sole and
                                  absolute discretion, redeem by lot any series
                                  or portion of any series of the preferred
                                  stock. Redeemed shares of preferred stock
                                  shall revert to the status of authorized but
                                  unissued and may be redesignated and reissued.

                                  VOTING RIGHTS

                                  The Series A and Series B Preferred Stock
                                  shall be generally non-voting except as
                                  specifically provided for in the Restated
                                  Articles


                                       40
<PAGE>   41
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

                                  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; (ii) any
                                  amendments, alterations or repeals of any
                                  provision of the Restated Articles affecting
                                  the rights or preferences of the Preferred
                                  Stock; (iii) any consolidation or merger
                                  (unless the Company survives and the capital
                                  is not changed); (iv) any transaction or
                                  series of transactions in which an excess of
                                  50% of the Company's voting power is
                                  transferred; (v) any reclassification or
                                  recapitalization; (vi) any dissolution,
                                  liquidation, or winding up of the Company;
                                  (vii) any sale of all or more than 50% of the
                                  assets of the Company or (viii) any agreement
                                  to do any of the foregoing.

                                  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; (ii) any
                                  amendments, alterations or repeals of any
                                  provision of the Restated Articles affecting
                                  the rights or preferences of the Preferred
                                  Stock; (iii) any consolidation or merger
                                  (unless the Company survives and the capital
                                  is not changed); (iv) any transaction or
                                  series of transactions in which an excess of
                                  50% of the Company's voting power is
                                  transferred; (v) any reclassification or
                                  recapitalization; (vi) any dissolution,
                                  liquidation, or winding up of the Company;
                                  (vii) any sale of all or more than 50% of the
                                  assets of the Company or (viii) any agreement
                                  to do any of the foregoing. 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


                                       41
<PAGE>   42
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


                                  required for authorization 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.

                                  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.

                                  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
                                  Preferred Stock, an amount equal to the
                                  initial purchase price plus accrued but unpaid
                                  dividends; (iii) to the holders of the Series
                                  C Preferred Stock, an amount equal to the
                                  initial purchase price plus accrued but unpaid
                                  dividends; and (iv) pro rata to the holders of
                                  the preferred stock and common stock.

7.      STOCK OPTIONS             PLAN 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. 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 10% of its outstanding common
                                  stock but in no event greater than 100,000
                                  shares. On March 31, 1999, the Company granted
                                  stock options pursuant to the Option Plan to
                                  purchase 42,000 shares of common stock at
                                  $6.00 per share.


                                       42
<PAGE>   43
                                              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 12). The value
                                  of these options as determined by the
                                  Black-Scholes valuation model was not material
                                  to the financial statements.

8. RELATED PARTY TRANSACTIONS     The Company had transactions with its
                                  stockholders and an affiliated company in
                                  which a stockholder has an ownership interest.
                                  These transactions included in the
                                  accompanying financial statements are
                                  summarized as follows:

<TABLE>
<CAPTION>
                                                                                        1998            1997
                                  --------------------------------------------------------------------------------
<S>                                                                                   <C>            <C>

                                  STOCKHOLDERS:
                                    Notes payable (Note 3)                            $ 250,000      $ 140,000
                                    Accounts receivable                                      --          1,200

                                  AFFILIATED COMPANY:
                                    Consulting fees paid                                 37,500        180,000
                                    Accounts receivable                                      --          1,546
                                  --------------------------------------------------------------------------------

</TABLE>




                                       43
<PAGE>   44
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


9.      INCOME TAXES              Deferred income taxes at December 31, 1998
                                  and 1997 consist of the following:


<TABLE>
<CAPTION>
                                                                                             1998          1997
                                  --------------------------------------------------------------------------------
<S>                                                                                  <C>             <C>

                                  CURRENT DEFERRED TAX ASSET:

                                    Accounts receivable allowance                    $     24,000    $   20,000
                                  --------------------------------------------------------------------------------

                                  Total current deferred tax asset                         24,000        20,000
                                  Less valuation allowance                                      -             -
                                  --------------------------------------------------------------------------------

                                  Net current deferred tax asset                           24,000        20,000
                                  --------------------------------------------------------------------------------
                                  NONCURRENT DEFERRED TAX ASSETS:

                                    Net operating loss carryforwards                      137,000       205,000
                                    Leasehold improvements                                 19,000             -
                                  --------------------------------------------------------------------------------

                                  Total noncurrent deferred tax assets                    156,000       205,000
                                  Less valuation allowance                                      -             -
                                  --------------------------------------------------------------------------------

                                  NET NONCURRENT DEFERRED TAX ASSET                  $    156,000    $  205,000
                                  ================================================================================

</TABLE>

                                   At December 31, 1998, the Company had a net
                                   operating loss for income tax purposes of
                                   approximately $425,000, which expires in
                                   2012, and its use to offset the Company's
                                   future taxable income will be limited each
                                   year under the provisions of Section 382 of
                                   the Internal Revenue Code of 1986, as
                                   amended, based on the change in ownership
                                   that occurred upon the Effective date of the
                                   Plan of Reorganization.

                                   Significant components of income tax expense
                                   (benefit) are as follows:

<TABLE>
<CAPTION>
                                                                                            1998           1997
                                  --------------------------------------------------------------------------------
<S>                                                                                        <C>          <C>
                                  Deferred:
                                    Federal                                           $   39,000   $   (140,000)
                                    State                                                  6,000        (36,000)
                                  --------------------------------------------------------------------------------
                                                                                      $   45,000   $   (176,000)
                                  ================================================================================

</TABLE>




                                       44
<PAGE>   45

                                              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:


<TABLE>
<CAPTION>
                                                                                               1998        1997
                                  --------------------------------------------------------------------------------
<S>                                                                                             <C>        <C>
                                  Federal income taxes at statutory rates                       34%        (34%)
                                  State taxes                                                    5%         (5%)
                                  Graduated rates                                                 -         13%
                                  --------------------------------------------------------------------------------

                                  Taxes on income (benefit) at effective rates                  39%        (26%)
                                  =================================================================================

</TABLE>


10.   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, 1998 are:

<TABLE>
<CAPTION>
                                  YEAR ENDING DECEMBER 31,
                                  -----------------------------------------------------------------
<S>                               <C>                                              <C>
                                  1999                                             $     739,642
                                  2000                                                   695,250
                                  2001                                                   447,955
                                  2002                                                   340,411
                                  2003                                                   300,823
                                  Thereafter                                             743,377
                                  -----------------------------------------------------------------

                                  Total minimum payments required                  $   3,267,458
                                  =================================================================
</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, 1998 and 1997 was $757,236 and
                                   $518,093, respectively.



                                       45
<PAGE>   46
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


11.     PROFIT-SHARING            The Company adopted a 401(k) profit sharing
        PLAN                      plan during 1997 covering 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 $6,398 and $4,820 for 1998 and
                                  1997, respectively.

12.     COMMITMENTS               LICENSE AGREEMENT
        AND
        CONTINGENCY               The Company has a license agreement effective
                                  December 31, 1998 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. Also, Mr. Allison is required
                                  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 is
                                  ten years, which commenced on December 31,
                                  1998. 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 pays Mr. Allison a fixed
                                  annual fee of $36,000 per year during the
                                  first year and $48,000 per year for the
                                  following 9 years, $52,800 per year during the
                                  first five-year renewal period, $58,080 per
                                  year for the second five-year renewal period,
                                  $63,888 during the third five-year renewal
                                  period, $70,277 per year during the fourth
                                  five-year renewal period and $77,305 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


                                       46
<PAGE>   47
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


                                  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.

                                  As part of the agreement, the Company also
                                  issued options (see Note 7) to the licensor to
                                  purchase 7,500 shares of the Company's common
                                  stock with an exercise price of $6.00 per
                                  share. The option is exercisable May 31, 1999
                                  and expires 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 by
                                  the licensor.

                                  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.

                                  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


                                       47
<PAGE>   48
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


                                  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.

                                  The employment agreements require that the
                                  Board of Directors approve an incentive
                                  compensation plan which provides additional
                                  compensation to the Officers based upon the
                                  Company's net income and which, at a minimum,
                                  shall be equal to 2% of the Company's net
                                  income for any applicable employment year. In
                                  the event that either Officer terminates the
                                  employment agreement for the Company breach of
                                  its terms, then the Company shall pay the
                                  Officer severance compensation equal to
                                  two-thirds of the Officer's annual
                                  compensation at the time of the termination if
                                  during the initial three-year term and
                                  one-fourth 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.



                                       48
<PAGE>   49
                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


13.     SUPPLEMENTAL CASH FLOW    Supplemental cash flow information is as
        INFORMATION               follows:

<TABLE>
<CAPTION>
                                  YEAR ENDED DECEMBER 31,                                     1998         1997
                                  --------------------------------------------------------------------------------

                                  Cash paid for interest                                $  128,838    $ 143,708
                                  --------------------------------------------------------------------------------
<S>                                                                                     <C>            <C>

                                  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)        --
                                    Forgiveness of note payable classified as
                                      deferred revenue                                    (262,022)        --
                                    Accrued preferred stock dividends                       13,736         --
                                    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>




                                       49
<PAGE>   50

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. As reflected in Item 7 above,
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.




                                       50
<PAGE>   51




                                    PART III


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

DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS

         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                    58            Chairman of the Board, Chief Executive Officer and
                                                      Treasurer

  James L. Ralph                        35            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. Mr. McGinnis
previously served as Chief Executive Officer of Bobby Allison Cellular Systems
of Florida, Inc. which merged with the Company on December 31, 1998.

         JAMES L. RALPH has served as President, Secretary and Director since
December 31, 1998. Mr. Ralph previously served as the President and Chief
Operating Officer of Bobby Allison Cellular Systems of Florida, Inc. which
merged with the Company on December 31, 1998.

         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 (5) 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, 1998 through December 31, 1998, all Section 16
Insiders filed their Section 16(a) Forms in a timely manner, except that Sterne,
Agee & Leach, Inc. was late filing its Form 3. Also, since December 31, 1998,
Robert L. McGinnis, James L. Ralph, Sterne Agee & Leach Group Inc., and The
Trust Company of Sterne, Agee & Leach, Inc. were late filing their Form 3s and
James S. Holbrook, Jr. was late filing his Form 4.


                                       51
<PAGE>   52



ITEM 10. EXECUTIVE COMPENSATION.

COMPENSATION

         The following table sets forth certain information regarding
compensation paid by the Company for services rendered during, 1998, 1997 and
1996, as applicable, to the Company's three (3) chief executive officers serving
during the fiscal year ending December 31, 1998 (the "Named Executive
Officers").

ANNUAL COMPENSATION

<TABLE>
<CAPTION>
                                                                SALARY      BONUS      OTHER ANNUAL      ALL OTHER
     NAME AND PRINCIPAL POSITION (1)                  YEAR       ($)         ($)       COMPENSATION    COMPENSATION
     -------------------------------                  -----   ---------   ---------    ------------    ------------
<S>                                                   <C>     <C>          <C>          <C>            <C>
Marc D. Fishman, CEO                                  1998    $      0        0              0                  0
(Incorporation-January 7, 1998)                       1997     150,000        0              0                  0
                                                      1996     112,500        0              0                  0

Thomas H. Hicks, CEO                                  1998    $145,988        0              0         $16,406.26 (2)

(January 7, 1998-August 27, 1998)                     1997      43,299        0              0                  0
                                                      1996           0        0

James S. Holbrook, Jr., Chairman and CEO              1998           0        0              0                  0
(August 27, 1998-December 31, 1998)                   1997           0        0              0                  0
                                                      1996           0        0              0                  0

</TABLE>


(1) As of December 31, 1998, Robert L. McGinnis became the Chairman of the Board
and CEO and James L. Ralph became the President and COO pursuant to the Merger
and subject to employment agreements. See "Employment Agreements."

(2) Received as consulting fees after terminating employment with the Company.

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 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




                                       52
<PAGE>   53

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' 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.

         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 Mr. Ralph's
designated


                                       53
<PAGE>   54

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.

         Copies of the Employment Agreements are attached as exhibits to the
Company's Form 8-K filed on January 8, 1999 and copies of the Split-Dollar
Agreements are attached hereto.

 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. 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 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
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. The
Company granted a new employee options to purchase 2,500 shares of Common Stock
on May 1, 1999.

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 15, 1999 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)                                                 197,498         25.9%
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771

James L. Ralph(3)                                                      197,498         25.9%
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771

James S. Holbrook, Jr.(4)(5)                                           279,976         37.29%
1901 Sixth Avenue North, Suite 2100
Birmingham, Alabama 35203

Sterne, Agee & Leach Group, Inc.(5)                                    246,648         32.85%
1901 Sixth Avenue North
Birmingham, Alabama 35203


</TABLE>




                                       54
<PAGE>   55
<TABLE>
<CAPTION>

<S>                                                                    <C>             <C>
Sterne, Agee & Leach, Inc.(5)                                          246,648         32.85%
1901 Sixth Avenue North
Birmingham, Alabama 35203

The Trust Company of Sterne, Agee & Leach, Inc.(5)                     246,648         32.85%
800 Shades Creek Parkway, Suite 125
Birmingham, Alabama 35209

All directors and executive officers as a group (3 persons)            674,972         85.57%
</TABLE>


----------

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

(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 owners 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, 1998, the Company had 750,790 shares of
Common Stock outstanding which is adjusted for such options.

(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, 5% beneficial owner and served as Chairman and
CEO from August 27 through December 31, 1998.

(5) Mr. Holbrook (33,328 shares ), Sterne, Agee & Leach Group, Inc. (99,948
shares) Sterne, Agee and Leach, Inc.,(30,000 shares) and The Trust Company of
Sterne, Agee & Leach, Inc. (116,664 shares) constitute a voting group under Rule
13d-1 as defined in the Exchange Act. 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.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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."

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 58 and are hereby incorporated herein by
reference.



                                       55
<PAGE>   56



(b) Reports on Form 8-K: The Company filed the following Form 8-K's during the
quarter ended December 31, 1998 which includes a listing of the items reported,
whether any financial statements were attached and the dates of such reports

       (1) Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc. (the
"Company") Current Report on Form 8-K filed September 1, 1998 reporting a change
of control under Item 2 of Form 8-K, the execution of the Agreement between the
Company and Sterne, Agee & Leach, Inc. dated August 27, 1998 under Item 5 of
Form 8-K and the resignation of certain directors under Item 6 of Form 8-K. No
financial statements are attached to this Form 8-K.

        (2) Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc. (the
"Company") Current Report on Form 8-K filed September 25, 1998 reporting the
filing of the Monthly Financial Report with the Bankruptcy Court under Item 5 of
Form 8-K which included as an exhibit the Monthly Financial Report for the
period from August 2, 1998 to August 29, 1998.

        (3) Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc. (the
"Company") Current Report on Form 8-K filed October 26, 1998 reporting the
filing of the Monthly Financial Report with the Bankruptcy Court under Item 5 of
Form 8-K which included as an exhibit the Monthly Financial Report for the
period from August 30, 1998 to October 3, 1998.

        (4) Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc. (the
"Company") Current Report on Form 8-K filed November 18, 1998 reporting the
filing of the Monthly Financial Report with the Bankruptcy Court under Item 5 of
Form 8-K which included as an exhibit the Monthly Financial Report for the
period from October 4, 1998 to October 31, 1998.




                                       56
<PAGE>   57




                                   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 f/k/a
                                          2CONNECT EXPRESS, INC.



                                        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         June 1, 1999
-------------------------------         (Principal Executive Officer) and Treasurer
Robert L. McGinnis                      (Principal Financial and Accounting Officer)


/s/ JAMES L. RALPH                      President and Secretary                                June 1, 1999
-------------------------------
James L. Ralph

/s/ JAMES S. HOLBROOK, JR.              Director                                               June 1, 1999
-------------------------------
James S. Holbrook, Jr.

</TABLE>





                                       57
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                                   FORM 10-KSB
                                INDEX TO EXHIBITS


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<CAPTION>

EXHIBIT
NUMBER                                DESCRIPTION                                                      PAGE
------                                -----------                                                      ----
<S>           <C>                                                                                      <C>

3.1           First Amended and Restated Articles of Incorporation of the Company, as
              amended (4)(5)(7)

3.2           Bylaws of Company (1)

3.3           Amendment to Bylaws dated June 1, 1999

4.1           Specimen Stock Certificate of Company (1)

9.9           Voting Trust Agreement with Mark D. Fisherman (1)(8)

10.1          2Connect Express, Inc. 1996 Stock Option Plan (1)(8)

10.2          2Connect Express, Inc. Director's Option Plan (1)(8)

10.3          Amended and Restated Employment Agreement with Marc. D. Fisherman
              dated as of April 1, 1997 (1)(8)

10.4          Employment Agreement between the Company and Kevin Killoran dated
              June 17, 1997 (1)(8)

10.5          Employment Agreement between the Company and Michael Wichelns dated
              June 17, 1996 (1)(8)

10.6          Employment Agreement between the Company and Jeff Manly dated June 17,
              1996 (1)(8)

10.7          Form of Indemnification Agreement between Company and Marc D. Fisherman
              (1)(8)

10.8          Form of Indemnification Agreement between Company and Steven Stedman
              (1)(8)

10.9          Form of Indemnification Agreement between Company and Jeff Manly (1)(8)

10.10         Form of Indemnification Agreement between Company and Kevin Killoran
              (1)(8)

10.11         Form of Indemnification Agreement between Company and Ira Neimark (1)(8)

10.12         Form of Indemnification Agreement between Company and David Colby (1)(8)

10.13         Form of Indemnification Agreement between Company and Lynn Tilton (1)(8)

10.14         Form of Indemnification Agreement between Company and Arnold Jaffee (1)(8)

10.15         Management Agreement between the Company and Bobby Allison Cellular
              Systems of Florida, Inc. (2)


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<PAGE>   59




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<S>           <C>                                                                                      <C>


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

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.

10.27         Bobby Allison Wireless Corporation 1999 Stock Option Plan

16.1          Letter of KPMG LLP on change of accountants (6)

21.1          Subsidiaries of Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.

27.1          Financial Data Schedule

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<PAGE>   60
 *       To be filed by amendment. Upon filing such amendment, certain
         provisions of this exhibit will be subject to a request for
         confidential treatment filed with 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 in 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-10SB 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 in reference to Part
         III of this report.

(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 in reference to Part
         III of this report.

(8)      Each of these documents have either expired or were terminated 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.


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