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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, 2000, or

[ ]      Transition Report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the transition period from             to            .
                                                    -----------    -----------
Commission File Number: 000-22251

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

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

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

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

                                      None

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

                     Common Stock, Par Value $.01 Per Share

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

Yes    [X]        No     [ ]

         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. $33,571,034.

         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. N/A (Not traded and no
price determination with past 60 days)

         Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
after the distribution of securities under a plan confirmed by a court.

Yes    [ ]        No     [X]

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 480,000 shares of Common
Stock, par value $.01 per share, as of March 31, 2001.


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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. Quarterly Report on Form 10-QSB for the quarter ended
                  August 1, 1998 (Commission File No. 000-22251), is
                  incorporated by reference into Part III of this report.

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

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

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

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

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

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

         (ix)     The Bobby Allison Wireless Corporation Annual Report on Form
                  10-KSB for the year ended December 31, 1998 (Commission File
                  No. 000-22251), is incorporated in reference to Part III of
                  this report.

         (x)      Amendment No. 1 to the Bobby Allison Wireless Corporation
                  Annual Report on Form 10-KSB for the year ended December 31,
                  1998 (Commission File No. 000-22251), is incorporated in
                  reference to Part III of this report.

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

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

         (xiii)   The Bobby Allison Wireless Corporation Annual Report on Form
                  10-KSB for the year ended December 31, 1999 (Commission File
                  No. 000-22251), is incorporated by reference to Part III of
                  this report.


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         (xiv)    The Bobby Allison Wireless Corporation Quarterly Report on
                  Form 10-QSB for the quarter ended September 30, 2000
                  (Commission File No. 000-22251) is incorporated by 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" are not
historical facts and accordingly, such statements involve estimates, assumptions
and uncertainties which could cause actual results to differ materially from
those expressed in the forward-looking statements. Such uncertainties include,
among others, the following factors: risks associated with rapid growth and
necessary financing therefor, the Company's ability to successfully compete,
dependence on carriers, technological change and inventory obsolescence,
dependence on key personnel and other risk factors that may emerge from time to
time. It is not possible for management to predict all of such factors or to
assess the effect of each such factor on the Company's business or the extent to
which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.


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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

THE COMPANY

         General

         Bobby Allison Wireless Corporation is a Florida corporation (the
"Company") and operates through its wholly owned subsidiary, Bobby Allison
Wireless, Inc., a Florida corporation ("BAW"). Hereinafter, where appropriate,
the "Company" shall also refer to the Company and BAW collectively. The Company,
headquartered in Largo, Florida, is an enclosed regional mall-based specialty
retailer of wireless communications products and services for the individual and
small business customer. As of March 31, 2001, the Company operated 91 sales
locations consisting of 47 in-line stores, 41 kiosks and 3 retail merchandise
units or RMUs (like kiosks but smaller) under the name of either "Bobby Allison
Cellular & Pager" or "Bobby Allison Wireless". The Company also operates an
e-commerce web-site under the name "bobbyallisonwireless.com" located at
"www.bobbyallisonwireless.com". All of the Company's sales locations are located
in regional malls throughout various South East and Mid-Atlantic states. Since
the Company is headquartered in and began operations in Florida, the majority of
its sales locations (47 as of March 31, 2001) are in the State of Florida.
However, beginning in 1999, the Company has expanded outside of the State of
Florida into the States of Georgia (16), South Carolina (6), North Carolina (6),
Virginia (4), Tennessee (9), Alabama (1) and Missouri (2) and plans to continue
expansion into the States of Maryland, Texas and Louisiana and the District of
Columbia.

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

<TABLE>
<CAPTION>
                           Carrier                                                 Current Operating Markets
         ----------------------------------------------                         -------------------------------
         <S>                                                                    <C>
         AT&T Wireless Services (national agreement)(*)                         Florida/Georgia/North Carolina
         Cingular (national agreement)                                          Florida/Georgia/Tennessee
         Nextel                                                                 Georgia
         Powertel(**)                                                           Tennessee/Georgia/North Florida
         Triton (SunCom)                                                        North Carolina/South
                                                                                Carolina/Virginia
         VoiceStream(**)                                                        Florida/Washington DC
</TABLE>

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

         (*)      AT&T Wireless Services is the Company's largest carrier with
                  which the Company had a generally exclusive relationship with
                  AT&T Wireless Services in the Central and South Florida
                  markets until such agreement was renewed as a nonexclusive
                  relationship effective December 1, 2000. The Company began
                  offering Cingular on March 1, 2001 and expects Cingular to
                  also be a substantial carrier for the Company.

         (**)     Announced intention to merge.

The Company also retails pager services and the associated products and
accessories to cellular, PCS and pager services. For the year ended December 31,
2000, the Company was the largest independent specialty retailer of AT&T
Wireless Services' cellular service in the State of Florida accounting for over
15% of AT&T Wireless Services' activations in the State of Florida.
Correspondingly, as discussed below, AT&T Wireless Services' activations have
represented the largest source of the Company's activation revenues since its
inception through 2000. The Company's revenues are generated principally from
three sources in one business segment. These sources are, in the order of
largest to smallest revenue contribution, product retail sales, wireless
telephone activation income, and pager services.

         Sources of Revenue

         Product Retail Sales. Product retail sales involve the sale through the
Company's sales locations and e-commerce web-site of cellular, and pager
wireless products such as phones and pagers and related accessories such as
batteries, chargers, carrying cases and hands-free kits. For the year ended
December 31, 2000, retail sales represented


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approximately 53% of the Company's revenues and 29% of the Company's gross
profit. The Company also sells accessories under its own label upon which its
average gross margin is 75%. Retail sales do not produce any accounts
receivables as the customer makes immediate payment at the cash register or on
the e-commerce web site. The e-commerce web-site was launched January 2000 with
a minimal capital investment and to date its sales have been immaterial.
Furthermore, the Company does not expect the e-commerce web-site to ever make a
material contribution to the Company's financial results but will maintain the
site for customer convenience and to complement the Company's more traditional
distribution channels in regional malls.

         Wireless Telephone Activation Income. Wireless telephone activation
income is paid by the carriers and consists primarily of activation commissions
for selling carrier service plans and market development funds to assist the
Company in developing the markets in which it sells the carrier's services. The
amount of the activation commission and market development funds paid by
carriers is based upon the service plan offered by and the service agreement
with each carrier. New subscription activation commissions booked as accounts
receivables and are fully refundable if the subscriber cancels its subscription
prior to completion of a minimum period of continuous active service which
ranges from 90 to 180 days depending upon the carrier. Customers generally sign
a service agreement with the Company that the customer will reimburse the
Company for lost activation commissions in the event of the early cancellation
of service. The Company accrues for estimated deactivation losses, net of
cancellation fees, by creating a reserve against accounts receivable. The
reserve is reflective of the Company's historical cancellation experience.

         AT&T Wireless Services is the Company's largest carrier with which the
Company had a generally exclusive relationship in the Central and South Florida
markets until the dealer agreement was renewed for a two year term as a
nonexclusive relationship effective December 1, 2000 thereby allowing the
Company to sell the service of other carriers in the Central and South Florida
markets. Beginning March 1, 2001, the Company began selling Cingular in such
markets pursuant to a non-exclusive agreement entered into in August 2000. The
Company also has nonexclusive carrier contracts with Nextel, Powertel, SunCom
and VoiceStream. For the year ended December 31, 2000, activation income
represented approximately 43% of the Company's revenues, approximately 67% of
the Company's gross profits and essentially all of the Company's accounts
receivables (AT&T Wireless Services accounted for approximately 28%, 44% and
43%, respectively). See "-Carrier and Pager Agreements."

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

         The Company also records income received from carriers related to
market development activities as activation income when all provisions in the
related agreements have been fulfilled and the right to retain such amounts
received become vested with the Company. Market development funds are monies
paid by carriers to the Company to assist in developing markets in areas where
carriers offer service. The Company expects to continue to earn market
development funds in 2001.

         Pager Services. Pager services include service commissions as well as
residual payments on pagers. Pager residual payments are received for the pager
air time that the Company buys wholesale from paging carriers and then resells
to individuals and small businesses. The Company sells pager services for
several pager carriers. For the year ended December 1, 2000, pager services
represented approximately 4% of the Company's revenues and 4% of the Company's
gross profit.


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         The Company was incorporated in April 1996 as "2Connect Express, Inc."
and operated as a one-stop specialty retailer of communication-related products
and services under the name "2Connect, America's Total Communication Store" and
was an authorized dealer for, among others, BellSouth Mobility. In January of
1998, the Company filed a voluntary petition for bankruptcy under Chapter 11 in
the U.S. Bankruptcy Court, Southern District of Florida and closed 9 of its 10
sales locations leaving in operation only its Coral Square Mall location. The
Company emerged from bankruptcy on October 27, 1998 after confirmation of its
Plan of Reorganization and entering into an agreement to merge with Bobby
Allison Cellular Systems of Florida, Inc. a/k/a Bobby Allison Cellular and
Pager, a Florida corporation and specialty retailer of wireless communications
products and services ("BAC"). Effective December 31, 1998, BAC merged with and
into BAW which was then known as 2Connect Acquisition Corp. and formed as a
subsidiary of the Company for the sole purpose of the merger. As of the time of
the merger, BAC had approximately 23 regional mall-based sales locations and
operated the Company's location at Coral Square Mall pursuant to a Management
Agreement. Consequently, immediately after the merger, the Company (as combined
with BAC) grew from 1 to 24 regional mall-based sales locations making the
Company again operational. As a result of the merger, the two shareholders of
BAC (i) received approximately 73% of the outstanding common stock of the
Company, par value $.01 per share ("Common Stock"), but which, assuming
conversion of all of the Company's outstanding convertible preferred stock and
the exercise of all outstanding stock options, would be diluted to just slightly
below 50%, (ii) became two of the three members of the Board of Directors and
(iii) became the new executive officers of the Company. For a detailed
description of the Company's history and the bankruptcy, please see "History of
the Company", "History of Bobby Allison" and "The Merger" below.

         Business Strategy and Concept

         The Company's business concept is based primarily on (i) customer
service and satisfaction (ii) an enclosed regional mall real estate strategy and
(iii) partnerships with high quality established equipment and service providers
in the marketplace. The Company believes its business concept differentiates its
sales locations from its competitors and offers its customers a superior
shopping experience as a result of the following factors:

         One-Stop Wireless Shopping. The Company provides customers with a
number of options among the leading service providers and equipment
manufacturers in the wireless communications industry as well as a wide array of
related products and accessories. These options allow the Company to tailor
various service plans to fit the customer's needs including traditional credit
plans, prepaid plans and plans that cover a range of monthly costs, minute usage
options, long distance options, roaming options, shared minutes and multi-user
plans.

         Strong Carrier Relationships. The Company believes that its affiliation
with leading carriers in each area provides customers top quality service in
their market at attractive values, including single rate plans without long
distance and roaming charges and geographic coverage among the best in the U.S.

         Regional Enclosed Mall Locations. The Company's sales locations are
conveniently located in high traffic regional malls with no strip center sales
locations. The Company uses in-line, kiosk, and retail merchandising units for
maximum flexibility to place its sales locations in the top enclosed regional
malls and the best possible locations within those malls.

         Proven Effective Sales Location Design and Layout. The Company's sales
locations 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 our products and services while in a familiar and friendly
shopping environment.

         Quality Personnel. The Company seeks to attract and retain customers
through high quality service and knowledge about the services and products. The
Company attracts, develops and motivates associates through aggressive training,
competitive compensation, incentives, career path management and advancement
opportunity.

         Customer Support and Competitive Pricing. The Company provides its
customers with support even after the sale is made. From basic to sophisticated
products and services, the process is made simple for the customer as a user of
wireless technology and thus cultivating such customers as long-term
subscribers. The Company offers competitive


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pricing when compared to other enclosed regional mall based specialty retailers
while providing unparalleled customer service.

         Proprietary and Strategic Name. The Company licenses use of the name
"Bobby Allison" through a license agreement with Mr. Bobby Allison, the renowned
NASCAR driver. The "Allison" name is well known in the fast growing national
sport of NASCAR and the Company believes that it creates name recognition and
trust.

         Growth and Expansion

         Beginning in 1999, the Company has expanded its existing operations
outside of the State of Florida in the States of Georgia, South Carolina, North
Carolina, Virginia, Tennessee, Missouri and Alabama. The Company plans to
continue to expand in those states as well as expand into the States of
Maryland, Texas and Louisiana and the District of Columbia. The Company is
currently negotiating with malls in these areas and as the Company's critical
mass has grown, the Company has become better able to negotiate and compete for
high quality mall space. Furthermore, it is estimated that there are over 70
independently operated small "mom & pop" wireless businesses in the Company's
existing market areas any of which may be a possible acquisition candidate.
However, the Company's expansion plans depend upon, among other things,
obtaining substantial additional financing in the form of debt and/or equity
over each of the next several years before it expects to sustain anticipated
growth through internally generated cash flow. The Company has experienced
significant difficulty over the past two years obtaining adequate financing to
support its growth. The Company has worked with several commercial banks
attempting to develop a substantial alliance with a commercial lender and to
date has been unable to develop an adequate commercial banking relationship. On
February 21, 2001, the Company entered into a letter agreement with a
widely-known regional investment banking firm who has a particular expertise in
the wireless space and who is currently assisting the Company to structure a
private placement to certain institutional and other accredited investors.
However, no capital has yet been raised and there is no assurance that such
investment banker 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 have to halt or substantially delay its expansion plans.

         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. According to Deutsche Banc Alex Brown, the U. S. wireless
market will grow from 81 million subscribers at the end of 1999 to 253 million
subscribers by 2007, or a penetration rate in excess of 80%. According to J. D.
Powers & Associates, the average monthly minutes used per wireless telephone
subscriber increased from 199 minutes in 1998 to 242 minutes in 1999. Further,
Dataquest estimates that the U.S. Wireless data market will grow from 3 million
subscribers in 2000 to 36 million in 2003. According to a 2000 study by IDC, the
top four carriers, Verizon Wireless, Cingular Wireless, AT&T Wireless Services
and Sprint PCS have 78.5% of the service revenue. The company sells services for
two of the top 4 carriers. See "-Carrier Agreements" and "-Business Strategy and
Concept."

         The expected growth rates referenced above are being offset as the
wireless carriers continue to suffer high customer churn resulting from intense
competition for market share. Subscriber loyalty is low and subscribers
routinely switch carriers in search of the best price, digital roaming features
and coverage. Customer churn is defined as the number of wireless subscribers
that switch carriers (in-system churn) or disconnect from wireless service
altogether (out-system churn) as a percentage of the total subscriber base on
wireless systems. According to IDC, customer churn is expected to increase from
$17.7 million in 1998 to nearly 64 million in 2003 representing an expected
cumulative annual growth rate (CAGR) of 29.1%, the majority of which is expected
to be in-system churn. While the growth of customer churn is expected to present
certain issues for carrier market share, the Company believes that customer
churn provides enhanced sales opportunities beyond forecasted industry growth
and may allow the Company the opportunity to grow at a rate above that of the
overall industry.

         Typical Retail Transactions

         Cellular and PCS. In a typical cellular or PCS retail transaction, a
customer subscribes for service with the carrier such as AT&T Wireless Services,
Cingular or SunCom and purchases a telephone for which there is a gross profit


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of approximately 30-40% to the Company. The Company also receives an activation
commission from the carrier. 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, including its own label accessories, Bobby Allison Accessories.

         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 renown NASCAR driver. Pursuant to
the Company's license agreement with Bobby Allison, Bobby Allison is obligated
during each year to make eight (8) personal appearances such as a store grand
opening and devote forty-eight (48) hours of his time to advertising for the
Company such as the production of a television, radio or print advertisement.
See "Proprietary Information". Also, the Company earns co-operative advertising
credits for the sales of cellular phone service plans from its primary carriers
and utilizes these allowances for pre-opening advertising to promote new stores.
In addition, the Company's marketing department develops attractive and
informative in-store signage programs, which invites mall traffic into the
stores.

         Carrier and Pager Agreements

         The Company's sales locations offer cellular and PCS wireless telephone
services and paging services pursuant to carrier agreements with each of AT&T
Wireless Services, Arch Paging, Cingular, Nextel, Powertel, Priority Paging,
Triton PCS d/b/a SunCom and VoiceStream. The Company sold AT&T Wireless
Services' cellular telephone service in Central and Southern Florida pursuant to
a generally exclusive carrier agreement with AT&T Wireless Services which was
renewed for a term of two years on December 1, 2000 on a nonexclusive basis. The
renewed agreement provides that the minimum period of continued activation must
be 180 days. On August 18, 2000, the Company entered into a nationwide
non-exclusive agreement with Cingular for a term of two years which service was
rolled out fully on March 1, 2001. The Cingular agreement provides that the
minimum period of continuous activation must be 90 days.

         Each of the Company's carrier agreement with Powertel and Triton PCS
d/b/a SunCom grants the Company the right to sell their services in all markets
nationwide serviced by Powertel and Triton PCS d/b/a SunCom and expire in 2002.
Powertel services markets throughout Alabama, Georgia and Tennessee. Triton PCS
is licensed to use the AT&T Wireless name under SunCom in geographic areas in
the South-East and Mid-Atlantic which are not serviced by AT&T Wireless Services
directly. Consequently, SunCom's market area cannot overlap with AT&T Wireless
Services' market area and are thus primarily non-metropolitan. The Company's
agreement with SunCom calls for SunCom to pay approximately $1 million in market
development funds to the Company for the development of 21 sales locations in
SunCom's markets by March 2001. To date, the Company has completed 14 of such
locations and executed 3 new leases. The original deadline of March 2001 for
completion of these sales locations has been extended until 45 days after the
Company receives additional financing. SunCom was the exclusive carrier in these
such sales locations until March 2001. While the Company has the right to sell
Powertel and SunCom throughout such carriers' service area, the Company
currently only sells such service in certain of their sales locations in the
States of Florida (northern Florida only), Georgia, South Carolina, North
Carolina, Virginia and Tennessee.

         The Company's carrier agreement with Nextel is a nonexclusive agreement
limited to the Georgia market only and which expires in 2001.

         The Company generally receives activation commissions based on the
number of subscribers enlisted and the volume of activations. While management
believes that a canceled carrier agreement could likely be replaced with an
agreement with one of the carrier's competitors including PCS carriers, due to
the fact that the Company receives substantial activation


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commissions from AT&T Wireless Services and expects to receive substantial
activation commissions from Cingular, the cancellation or non-renewal of the
AT&T Wireless Services carrier contract and/or the Cingular carrier contract
could have a significant effect on the Company's financial condition and results
of operations. The Company is also a reseller of paging services, buying blocks
of paging time from paging carriers at a substantial discount and reselling
paging services to its customers. The Company's paging carrier agreements are
generally for a term of one year which automatically renews for successive one
year terms unless terminated by either party before such renewal. Paging
customers are charged a monthly fee for local service and additional fees for
service in other markets.

         Suppliers

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

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 underwriter's discount and offering expenses) raised $5.3
million in net proceeds to the Company. Each unit was comprised of two shares of
Common Stock and one Common Stock Purchase Warrant to purchase one share of
Common Stock for $6.00 during an exercise period commencing one year from the
initial public offering date and ending 60 days thereafter. The proceeds of the
initial public offering were used for store expansion, advertising, creation of
systems and infrastructure and corporate overhead.

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


                                       9
<PAGE>   10

         Bankruptcy

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

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

         On March 3, 1998, the Company announced that it had executed a Letter
of Intent with BAC whereby BAC would merge with and into a subsidiary of the
Company. The transaction was contingent upon completion of a definitive merger
agreement which would be incorporated into a Plan of Reorganization to be filed
with the Bankruptcy Court. The surviving entity of the merger was expected to be
financed principally by Sterne, Agee & Leach, Inc. ("Sterne Agee"), an
investment banking firm that was the managing underwriter of the Company's
initial public offering in May 1997. The merger and related financing were
anticipated to take place following the Company's emergence from the bankruptcy
proceeding. Also, the surviving entity would retain the Coral Square Mall
location in Coral Springs, Florida (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 a 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 to
the Company's creditors upon completion of the bankruptcy.

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

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


                                       10
<PAGE>   11

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 were employees of Sterne Agee at such time, to fill three
of the vacancies. The Board of Directors further resolved to appoint James S.
Holbrook, Jr. as the Chairman of the Board and, in accordance with the Bylaws of
the Company, to designate that the Chairman of the Board is the chief executive
officer of the Company. Mr. Fishman later resigned from the Board of Directors
on October 26, 1998, the day before the effective date of the Plan of
Reorganization.

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

HISTORY OF BOBBY ALLISON

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

         Until 1998, BAC financed its growth through internally generated cash,
loans to BAC by Messrs. McGinnis and Ralph of $125,000 each ($250,000 in the
aggregate), an asset based line of credit from Southern Commerce Bank and the
issuance of subordinated debentures in the aggregate amount of $500,000. In
1998, BAC was in need of additional funds for continued operation and expansion.
At such time, BAC had 10 stores. Sterne Agee agreed to loan BAC $200,000 upon
the execution by BAC of the Letter of Intent with the Company dated March 3,
1998 which provided for the merger of BAC with the Company upon completion of
the bankruptcy. See "History of the Company." The loan was collateralized by a
pledge of 10% of BAC 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 non-convertible 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) of BAC's 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


                                       11
<PAGE>   12

stock bore a cumulative dividend of 7.5% and was non-voting except for matters
negatively affecting the rights of the holder of the Series A Preferred Stock
and the Series B Preferred Stock or in the event of a breach of the terms of the
preferred stock by BAC. All of the preferred stock of BAC was converted into
preferred stock of the Company pursuant to the merger. See "History of the
Company" and "The Merger."

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

THE MERGER

         Effective at 11:59 p.m. December 31, 1998, the Company completed its
merger ("Merger") with BAC whereby BAC was merged with and into BAW, with BAW
surviving the Merger. The Merger was effected pursuant to that certain Merger
Agreement by and among the Company, BAW, BAC and all of the Shareholders of BAC
(Robert L. McGinnis and James L. Ralph) dated May 1, 1998 ("Merger Agreement"),
as amended October 26, 1998 ("Amendment"). Pursuant to the terms of the Merger
Agreement, the following occurred: (i) BAW survived the Merger, remained a
wholly owned subsidiary of the Company and changed its name from "2Connect
Acquisition Corp." to "Bobby Allison Wireless, Inc."; (ii) the holders of the
common stock of BAC, Messrs. McGinnis and Ralph, each received for such shares
(A) 175,000 shares (350,000 in the aggregate) of the Common Stock and (B) a
$125,000 debenture ($250,000 in the aggregate) bearing interest at 7.5% per
annum amortized over three (3) years; (iii) each share of the 15 outstanding
shares of 7.5% Series A Convertible Preferred Stock of BAC was converted into a
share of 7.5% Series A Convertible Preferred Stock of the Company, par value
$1.00 per share ("Series A Preferred Stock"), and each of which has a face value
of $25,000, is non-voting except for matters negatively affecting their rights
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 matters negatively affecting their rights
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 were moved from 3500 Gateway Drive, Suite 101,
Pompano Beach, Florida 33069 (Ft. Lauderdale area) to space occupied by BAC at
2055 Lake Avenue, S.E., Suite A, Largo, Florida 33771 (Tampa/St. Petersburg
area). Prior to the Merger, there were 130,000 shares of Common Stock
outstanding. Pursuant to the Merger, Messrs. McGinnis and Ralph, the sole
shareholders of BAC, were each issued 175,000 shares (350,000 in the aggregate)
of Common Stock and a $125,000 debenture ($250,000 in the aggregate) of the
Company bearing interest at 7.5% per annum amortized over three (3) years. Also,
Messrs. McGinnis and Ralph were issued 3 shares (6 in the aggregate) of the
Series B Preferred Stock convertible into 24,996 shares of Common Stock, one of
which Mr. McGinnis has since gifted and all three of which Mr. Ralph has since
sold. Consequently, upon consummation of the Merger, Messrs. McGinnis and Ralph
owned approximately 73% of the outstanding Common


                                       12
<PAGE>   13

Stock, no Series A Preferred Stock and 12% of the Series B Preferred Stock.
Also, as a consequence of the Merger, Messrs. McGinnis and Ralph were appointed
as 2 of the 3 members of the Board of Directors and elected as the sole
executive officers of the Company.

         As reflected in Item 11 - Security Ownership of Certain Beneficial
Owners and Management, while Messrs. McGinnis and Ralph still own approximately
73% of the outstanding Common Stock, their percentage ownership of the
outstanding Common Stock would be diluted to under 50% if all of the Company's
outstanding convertible preferred stock (including the shares owned by Messrs.
McGinnis) is converted into Common Stock. In January of 1999, the Company
adopted the Bobby Allison Wireless Corporation 1999 Stock Option Plan and has
since granted each of Messrs. McGinnis and Ralph options to purchase up to
20,000 shares of Common Stock, 10,000 at $6.00 per share and 10,000 at $10.00
per share, which represents approximately 40% of all options granted under the
plan. The exercise of these existing options will not increase Messrs. McGinnis
and Ralph's ownership above 50%.

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

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

EMPLOYEES

         As of March 31, 2001, the Company had 624 full-time and 79 part-time
employees. None of the Company's employees are covered by collective bargaining
agreements. The Company believes that employee morale and company culture are
important to its retailing success, and that its relations with its employees
are good.

COMPETITION

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

         The Company's size and relationship with mall developers and owners
provides some barriers to entry from start-up operations.

SEASONALITY

         The Company has experienced and expects to continue to experience
seasonal fluctuations in its net sales and net income. The Company generally
experiences higher monthly sales during the spring and early vacation season
with the highest sales occurring during the Christmas holiday season. The
Company generally experiences lower sales during late summer and early fall.


                                       13
<PAGE>   14

PROPRIETARY INFORMATION

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

         The Company has a License Agreement effective December 31, 1998 with
Robert A. Allison a/k/a/ Bobby Allison, the renown NASCAR driver, whereby the
Company may utilize Mr. Allison's name in connection with its operations. Also,
Mr. Allison is required to make 8 personal promotional appearances and spend up
to 48 hours on advertising campaigns such as television, radio or print
advertisement. The initial term of the License Agreement is ten (10) years which
commenced on December 31, 1998. The Company has options to renew the License
Agreement for five (5) successive five (5) year terms for a total term
(including the initial term) of 35 years. In consideration of this license and
these services, the Company pays Bobby Allison a fixed annual fee of $36,000 per
year during the first year and $48,000 per year for the following nine (9)
years, $52,800 per year during the first five year renewal period, $58,000 per
year for the second five year renewal period, $63,900 during the third five year
renewal period, $70,300 per year during the fourth five year renewal period and
$77,300 per year during the fifth five year renewal period ("Fixed Fees"). In
addition to the Fixed Fees, the Company will pay Bobby Allison a contingent fee
equal to the difference between that amount which is equal to one-tenth of one
percent of the Company's annual net sales, and the Fixed Fee for such year with
respect to the Company's first $100 million of annual net sales plus that amount
equal to three-hundredths of one percent of annual net sales over $100 million.
No contingent fees have been earned to date. The Company also granted Bobby
Allison an option to purchase 7,500 shares of Common Stock at $6.00 per share.
This option terminates at the option of the Company if Bobby Allison breaches
the License Agreement.

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

MANAGEMENT INFORMATION SYSTEMS

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

REGULATION

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

EXECUTIVE OFFICES

         The Company's principal executive offices are located at 1200 Starkey
Road, Suite 105, Largo, Florida, 33771, and its telephone number is (727)
584-7902.

ITEM 2.  DESCRIPTION OF PROPERTY.

         As of March 31, 2001, the Company had 91 sales locations consisting of
47 in-line stores, 41 kiosks and 3 RMUs under the name "Bobby Allison Cellular &
Pager" or "Bobby Allison Wireless" in regional malls throughout the South East
and Mid-Atlantic. As the Company began operations in Florida, the majority of
its sales locations (47) are in the State of Florida. Beginning in 1999,
however, the Company began its expansion plans outside of the State of Florida
and has since expanded into the States of Georgia (16), South Carolina (6),
North Carolina (6), Virginia (4), Tennessee


                                       14
<PAGE>   15

(9), Alabama (1) and Missouri (2). All of the Company's sales locations are
leased. The Company currently expects that its policy of leasing rather than
owning will continue. The Company's leases generally provide for original lease
terms of five to ten years and contain provisions for increasing rents. The
Company's in-line stores are, on average, from 700 to 1,000 square feet, the
Company's kiosks range in size from 100 to 200 square feet and the Company's
RMUs are approximately 50 square feet.

         The Company's corporate headquarters, which are also leased, are
currently located at 1200 Starkey Road, Suite 105, Largo, Florida and occupy
approximately 17,000 square feet, of which 8,000 square feet serves as a central
warehouse and 9,000 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. The Company also maintains two training
facilities, one in its Largo, Florida headquarters and one in Atlanta, Georgia.
These facilities are approximately 1,000 and 800 square feet, respectively.

         The Company believes that all of its properties, while leased, are in
excellent condition.

ITEM 3.  LEGAL PROCEEDINGS.

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

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

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

         None


                                       15
<PAGE>   16

                                     PART II

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

         The Company's units were previously traded on the OTC Bulletin Board
under the symbol "CNTCU" during 1997 and 1998. After the units terminated on May
9, 1998 the Common Stock, a component of the unit, on the OTC Bulletin Board
under the symbol "CNTC" and then after the bankruptcy filing, the symbol
"CNTCQ". Upon the effective date of the Company's Plan of Reorganization on
October 27, 1998, the outstanding Common Stock was forever extinguished and the
Common Stock ceased to trade any further on any public market. The last sale on
October 27, 1998 was at $.15 per share.

         The Company has not paid dividends on its Common Stock since its
initial public offering, and does not anticipate paying dividends in the
foreseeable future. Furthermore, the Company may not pay dividends on the Common
Stock unless and until it has paid all accrued but unpaid dividends on its three
classes of Preferred Stock.

         As of March 31, 2001, the Company had a total of 338 shareholders, 315
holders of record of the Company's Common Stock and 23 holders of record of the
Company's Preferred Stock.

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

GENERAL

         The Company, headquartered in Largo, Florida, is an enclosed regional
mall-based specialty retailer of wireless communications products and services
for the individual and small business customer which, as of March 31, 2001, had
91 sales locations including 47 in-line stores, 41 kiosks, and 3 retail
merchandising units or RMU's (like kiosks, but smaller). The Company's products
cover a broad assortment of over 600 stock-keeping units. The Company also
offers a wide range of service plans offered by five service providers, AT&T
Wireless Services, Cingular, Nextel, Powertel, SunCom, VoiceStream and two
paging carriers.

         Beginning in 1999, the Company has expanded its operation beyond the
State of Florida into Georgia, South Carolina, North Carolina, Virginia,
Tennessee, Missouri and Alabama. In 2001, the Company plans to continue to
expand in these other states as well as expand into the States of Maryland,
Texas and Louisiana and the District of Columbia. The Company's expansion plans
are dependent upon, among other things, obtaining substantial additional capital
whether in the form of debt and/or equity. The Company has experienced
significant difficulty over the past two years obtaining adequate financing to
support its growth. The Company has worked with several commercial banks
attempting to develop a substantial alliance with a commercial lender but to
date has been unable to develop an adequate commercial banking relationship. The
Company has also expended significant time seeking an adequate investment
banking relationship. On February 21, 2001, the Company entered into a letter
agreement with a widely-known regional investment banking firm who has a
particular expertise in the wireless space and who is currently assisting the
Company to structure a private placement to certain institutional and other
accredited investors. However, no capital has yet been raised and there is no
assurance that such investment banker 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 have to halt or substantially delay
its expansion plans.

         Sources of Revenue

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

         Product Retail Sales. Product retail sales involve the sale through the
Company's sales locations and e-commerce web-site of cellular and pager wireless
products such as phones and pagers and related accessories such as batteries,
chargers, carrying cases and hands-free kits. For the year ended December 31,
2000, retail sales represented approximately 53% of the Company's revenues and
29% of the Company's gross profit. The Company also sells accessories under its
own label upon which its average gross margin is 75%. Retail sales do not
produce any accounts receivables as the customer makes immediate payment at the
cash register or on the e-commerce web site. The e-


                                       16
<PAGE>   17

commerce web-site was launched January 2000 with a minimal capital investment
and to date its sales have been immaterial. Furthermore, the Company does not
expect the e-commerce web-site to ever make a material contribution to the
Company's financial results but will maintain the site for customer convenience
and to complement the Company's more traditional distribution channels in
regional malls.

         Wireless Telephone Activation Income. Wireless telephone activation
income is paid by the carriers and consists primarily of activation commissions
for selling carrier service plans and market development funds to assist the
Company in developing the markets in which it sells the carriers services. The
amount of the activation commission and market development funds paid by
carriers is based upon the service plan offered by and the service agreement
with each carrier. New subscription activation commissions booked as accounts
receivables and are fully refundable if the subscriber cancels its subscription
prior to completion of a minimum period of continuous active service which
ranges from 90 to 180 days depending upon the carrier. Customers generally sign
a service agreement with the Company that the customer will reimburse the
Company for lost activation commissions in the event of the early cancellation
of service. The Company accrues for estimated deactivation losses, net of
cancellation fees, by creating a reserve against accounts receivable. The
reserve is reflective of the Company's historical cancellation experience.

         AT&T Wireless Services is the Company's largest carrier with which the
Company had a generally exclusive relationship in the Central and South Florida
markets until the dealer agreement was renewed for a two year term as a
nonexclusive relationship effective December 1, 2000 thereby allowing the
Company to sell the service of other carriers in the Central and South Florida
markets. Beginning March 1, 2001, the Company began selling Cingular in such
markets pursuant to a non-exclusive agreement entered into in August 2000. The
Company also has nonexclusive carrier contracts with Nextel, Powertel, SunCom
and VoiceStream. For the year ended December 31, 2000, activation income
represented approximately 43% of the Company's revenues, approximately 67% of
the Company's gross profits and essentially all of the Company's accounts
receivables (AT&T Wireless Services accounted for approximately 28%, 44% and
43%, respectively). See "-Carrier and Pager Agreements."

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

         The Company also records income received from carriers related to
market development activities as activation income when all provisions in the
related agreements have been fulfilled and the right to retain such amounts
received become vested with the Company. Market development funds are monies
paid by carriers to the Company to assist the company in developing markets in
areas where carriers offer service. The Company expects to continue to earn
market development funds in 2001.

         Pager Services. Pager services include service commissions as well as
residual payments on pagers. Pager residual payments are received for the pager
air time that the Company buys wholesale from paging carriers and then resells
to individuals and small businesses. The Company sells pager services for
several pager carriers. For the year ended December 1, 2000, pager services
represented approximately 4% of the Company's revenues and 4% of the Company's
gross profit.


                                       17
<PAGE>   18


RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                            For the Year Ended      For the Year Ended
                                                            December 31, 2000       December 31, 1999
                                                            ------------------      ------------------
<S>                                                         <C>                     <C>
Total Revenue.........................................           100.0%                   100.0%
Cost of Sales.........................................            35.7%                    36.0%
Gross Profit..........................................            64.2%                    64.0%
Selling, General and Administrative Expenses
  (Excluding Depreciation)............................            55.4%                    53.6%
Depreciation and Amortization.........................             3.7%                     3.2%
Operating Income......................................             5.1%                     7.3%
Net Interest Expense..................................             1.5%                     0.1%
Income Tax Expense....................................             1.6%                     2.5%
Net Income............................................             2.0%                     3.9%
</TABLE>


COMPARISON OF THE YEAR ENDED DECEMBER 31, 2000 TO THE YEAR ENDED DECEMBER 31,
1999

         Total Revenue

         Total Revenue was $33,571,034 for the year ended December 31, 2000 as
compared to $14,754,491 for the year ended December 31, 1999 or an increase of
$18,816,543 or 128%. This increase reflects the increase in sales location count
from 59 to 89 sales locations as of such dates.

         Comparable store sales include only stores owned and operated by the
Company for at least 12 full months and are comprised of retail sales and
activation commissions. The Company operated 89 stores at December 31, 2000, 23
of which had then been owned and operated for at least 12 months. Comparable
sales location sales grew from $9,554,375 for the year ended December 31, 1999
to $12,125,422 for the year ended December 31, 2000, an increase of $2,571,052
or 26.9%.

         Gross Profit

         Gross profit was $21,562,122 for the year ended December 31, 2000 as
compared to $9,442,469 for the year ended December 31, 1999 or an increase of
$12,119,653 or 128% largely reflecting the increase in sales location count from
59 to 89 sales locations as of such dates. Gross profit as a percentage of net
sales (or gross profit margin) increased slightly from 64.0% in the year ended
December 31, 1999 to 64.2% in the year ended December 31, 2000. Higher
activation income was offset by lower average units sales prices for handsets
resulting in an essentially flat gross profit margin.

         The Company records income received from vendors related to market
development activities as activation income when all provisions in the related
agreements have been fulfilled and the right to retain the amounts received have
vested with the Company. These agreements generally require the Company to
achieve specified levels of new activations before the income is earned. In 2000
and 1999, the Company recorded $1,569,000 and $596,000, respectively, of market
development funds.


                                       18
<PAGE>   19

         Operating Expenses

         Selling, general and administrative expense and depreciation and
amortization expense was $19,867,061 for the year ended December 31, 2000 as
compared to $8,373,563 for the year ended December 31, 1999 or an increase of
$11,493,498 or approximately 137%, largely as a result of the Company's store
expansion in 2000 and the opening of its new corporate headquarters.

         Net Interest Expense

         Net interest expense was $496,196 for the year ended December 31, 2000
as compared to $125,140 for the year ended December 31, 1999 or an increase of
$371,056 due to higher average borrowings outstanding during 2000 versus 1999.

         Net Income/Loss

         The Company had net income of $673,541 for the year ended December 31,
1999 as compared to net income of $571,766 for the year ended December 31, 1999
or an increase of $101,775 or 18%, primarily as a result of the Company's store
expansion and income from market development funds.

LIQUIDITY AND CAPITAL RESOURCES

         As highlighted in the Consolidated Statements of Cash Flows, the
Company's liquidity and available capital resources are impacted by 4 key
components: (i) current cash and cash equivalents, (ii) operating activities,
(iii) investing activities and (iv) financing activities.

         The Company had a $771,980 net working capital deficit at December 31,
2000 compared to a $526,441 net working capital surplus at December 31, 1999.
The change from a net working capital surplus to a net working capital deficit
was due primarily to the reclassification of $1.9 million of Company bank debt
from long-term to short-term debt as the time to the maturity date is less than
a year.

         Cash and Cash Equivalents

         At December 31, 2000, the Company's cash and cash equivalents (which
are highly-liquid investments with an original maturity of 3 months or less)
aggregated $470,280, compared to $624,869 at the end of 1999.

         Operating Activities

         The Company's net cash provided by operating activities for the year
ended December 31, 2000 was $914,177 as compared to net cash provided by
operating activities of $939,196 for the year ended December 31, 1999 or a
decrease in net cash provided by operating activities of $25,019.

         The Company's net accounts receivable increased to approximately
$4,729,036 at December 31, 2000 from $2,408,839 a year earlier. The increase in
net accounts receivable was primarily due to the Company's sales location
expansion. The Company increased allowance for doubtful accounts from $83,027 at
December 31, 1999 to $662,998 at December 31, 2000 which increase consisted of
an increase in reserves for specific accounts receivable of $260,000 and, in
consideration of the Company's increased sales activities, an increase in
reserves for general uncollectible accounts of approximately $320,000.


                                       19
<PAGE>   20


         Investing Activities

         The net cash used in investing activities for the year ended December
31, 2000 of $2,374,539 increased slightly as compared to the year ended December
31, 1999 and was related primarily to the purchase of leasehold improvements and
equipment required to support new sales location growth.

         Financing Activities

         The most significant components of the Company's financing activities
have been the sale of preferred stock and commercial bank debt. The net cash
provided by financing activities for the year ended December 31, 2000 decreased
by $628,698 as compared to the year ended December 31, 1999 primarily due to
lower proceeds from fewer sales of preferred stock since the consummation of its
last preferred stock offering.

         The Company currently has no access to any financing or other capital
resources except through internally generated cash flow. During 1998, 1999 and
2000 (including by BAC before the Merger), the Company raised $2.725 million
through the offering of Series A Preferred Stock, Series B Preferred Stock and
Series C Preferred Stock and obtained $3.25 million in debt financing (a
$350,000 term loan and $2.9 million of lines of credit). Each of the Company's
lines of credit is currently maximized. As of March 31, 2001, the aggregate
borrowings taking into account the amortization of the term note was
approximately $3.0 million. The following is a summary of the Company's bank
debt:

         (i)      On February 24, 1999, the Company consummated (i) a term loan
from SouthTrust Bank in the amount of $350,000 and (ii) a line of credit with
SouthTrust Bank by which the Company may borrow up to a maximum of $500,000 for
working capital. The term loan is amortized over 3 years at a rate of 8.5% per
annum. The line of credit has revolving payment terms, is due upon demand and
bears interest at prime plus 1% (10.50% as of December 31, 2000). Both the term
loan and the line of credit are secured by a first position on substantially all
of the Company's assets, primarily inventory and accounts receivables.

         (ii)     On November 19, 1999, the Company secured a revolving note
loan from Colonial Bank by which the Company may borrow up to $1 million and
which was increased to $1,500,000 on February 23, 2000 and again to $1,900,000
on May 25, 2000. The note originally matured on January 31, 2001 but such
maturity date was extended to March 31, 2001 and then to May 1, 2001. The note
bore interest at the Colonial Bank Base Rate as determined from time to time
until January 31, 2001 when such rate was increased to the Colonial Bank Base
Rate plus .25%. These short-term extensions were made solely to accommodate
extra time necessary to complete the audit and certain financial negotiations by
the Company to refinance this debt with another financial institution. Based
solely upon recent discussions with Colonial Bank, the Company believes that the
loan could be extended again, if necessary, for a longer period of time on
substantially the same terms. The note is secured by a second position on the
Company's assets and, up to $1 million, by the guarantees of certain
shareholders including Sterne Agee and a director. As consideration for such
guarantees, such shareholders each received a warrant to purchase up to 41,000
shares of Common Stock (in the aggregate and as adjusted) at $10.00 per share
and a contingent option to convert any payment on the guarantees into Common
Stock at $10.00 per share. If the loan is paid or the guaranties are otherwise
released, then the option will immediately and automatically expire. However,
the warrant will continue to exist until the earlier of its exercise or its
expiration on November 19, 2003

         (iii)    On November 29, 2000, the Company secured a 90-day loan from
The Bank of Birmingham in the amount of $500,000 bearing interest at 9% and
secured by a certificate of deposit owned by Sterne Agee. The purpose of the
loan was to finance inventory build-up for the Christmas season. On March 31,
2001, after certain negotiations which held the maturity of the loan in
abeyance, such loan was amended to extend the maturity to May 4, 2001. As with
the Colonial Bank loan above, the short-term extension of the maturity date was
designed to accommodate extra time necessary to complete the audit and certain
negotiations by the Company to refinance this debt with another financial
institution. As consideration for pledging such certificate of deposit against
the loan, Sterne Agee received a warrant to purchase 25,000 shares of Common
Stock at $10.00 per share and a contingent option to convert any forfeiture of
the certificate of deposit on the date of maturity, May 4, 2001, into Common
Stock at $2.50 per share. If the loan is paid or


                                       20
<PAGE>   21


Sterne Agee's certificate of deposit is otherwise released, then the option will
immediately and automatically expire. However, the warrant will continue to
exist until the earlier of its exercise or its expiration on November 29, 2004.

         The Company's financial statements included in Item 7 have been
prepared assuming that the Company will continue as a going concern. The Company
is attempting to find a single lender with which to refinance all of its bank
debt set forth above into a term note and obtain an additional working capital
line of credit for future capital needs. However, the Company will not be able
to accomplish this goal by May 1, 2001 or May 4, 2001, if at all. Consequently,
unless otherwise extended, the Colonial Bank loan will mature on May 1, 2001 and
the The Bank loan will mature on May 4, 2001. At such time, the Company may be
required to repay up to $2.4 million in outstanding debt plus accrued but unpaid
interest. This debt is recorded as a current liability on the Company's December
31, 2000 balance sheet and, as a result, the Company had a deficit in working
capital of approximately $772,000 and does not have sufficient working capital
to satisfy these obligations. These financial considerations raise substantial
doubt about the Company's ability to continue as a going concern. The Company's
financial statements included in Item 7 do not include any adjustments that
might result from the outcome of these uncertainties. In the event that either
the Company's guarantors are required to make payments against the guarantees or
Sterne Agee's certificate of deposit is foreclosed upon, the guarantors and
Sterne Agee will have the right to convert such payments into Common Stock
pursuant to contingent options discussed above. Common shareholders will suffer
substantial dilution pursuant to the terms of the contingent options related
thereto. While the Company expects to have sufficient cash flow from the receipt
of market development funds from carriers to make payment on the The Bank loan,
the Company will not be able to repay the Colonial Bank loan. Any such payments
will nonetheless negatively affect the Company's cash flow and thus its
continued growth. The guarantors have agreed to standstill on seeking collection
of any guaranty payments from the Company until May 1, 2002 but such agreement
does not affect the guarantor's contingent option rights.

         Even if the Company fails to refinance its debt, the Company believes
it can generally satisfy its immediate cash demands out of internally generated
cash flow as long as the Company is able to extend the maturity of the Colonial
Bank debt. However, in order to proceed with the Company's proposed growth
plans, the Company will need to raise substantial additional capital through the
issuance of securities and/or the procurement of additional bank or other debt.
As is evident from the above discussion, the Company has experienced significant
difficulty over the past two years obtaining adequate financing to support its
growth. The Company has worked with several commercial banks attempting to
develop a substantial alliance with a commercial lender but to date has been
unable to develop an adequate commercial banking relationship. On February 21,
2001, the Company entered into a letter agreement with a widely known regional
investment banking firm who has a particular expertise in the wireless area and
who is currently assisting the Company to structure a private placement to
certain institutional and/or other accredited investors. However, no capital has
yet been raised and there is no assurance that such investment banker 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 have to
halt or substantially delay its expansion plans. Furthermore, as stated above,
the Company is attempting to refinance its existing debt and increase its
borrowing limits to provide available debt. However, such refinancing has not
yet been consummated and there is no assurance that such refinancing can be
completed on terms acceptable to the Company, if at all.

NET OPERATING LOSS CARRY-FORWARDS AND DEFERRED TAX ASSETS

         At December 31, 2000, the Company had no net operating loss carry
forward for federal income tax purposes. As of December 31, 2000, the Company
had a total deferred tax asset of $256,000 consisting of $148,000 from leasehold
improvements and $108,000 from accounts receivables. See Notes to Consolidated
Financial Statements - Note 8.

IMPACT OF INFLATION

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

SEASONALITY

         The Company has experienced and expects to continue to experience
seasonal fluctuations in its net sales and net income. The Company generally
experiences higher monthly sales during the spring and early vacation season
with the highest sales occurring during the Christmas holiday season. The
Company generally experiences lower sales during late summer and early fall.


                                       21
<PAGE>   22

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

ITEM 7.  FINANCIAL STATEMENTS.

         Index to Financial Statements: The financial statements of the Company
listed below have been included on the succeeding pages of this Item 7.

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
<S>                                                                                                       <C>
Report of Independent Certified Public Accountants                                                        23

Financial Statements

         Consolidated balance sheets at December 31, 2000 and 1999.                                       24-25

         Consolidated income statements for the years ended December 31, 2000 and 1999.                   26

         Consolidated statements of stockholders' equity for the year ended
            December 31, 2000 and 1999.                                                                   27

         Consolidated statements of cash flows for the year ended
            December 31, 2000 and 1999.                                                                   28

         Notes to consolidated financial statements                                                       29-54
</TABLE>


                                       22
<PAGE>   23

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Shareholders
Bobby Allison Wireless Corporation and Subsidiary

We have audited the accompanying consolidated balance sheets of Bobby Allison
Wireless Corporation (formerly 2Connect Express, Inc.) and Subsidiary as of
December 31, 2000 and 1999 and the related consolidated statements of income,
stockholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bobby Allison Wireless
Corporation and Subsidiary at December 31, 2000 and 1999, and the results of
their operations and cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has approximately $2,400,000 in bank debt
maturing between May 1, 2001 and May 4, 2001 and as a result, had a deficit in
working capital of approximately $772,000 as of December 31, 2000 and does not
have sufficient working capital to satisfy these obligations. Management's plans
in that regard are also discussed in Note 1. These financial considerations
raise substantial doubt about the Company's ability to continue as a going
concern. The accompanying financial statements do not include any adjustments
that might result from the outcome of these uncertainties.



                                                     BDO Seidman, LLP
April 16, 2001


                                                                              23

<PAGE>   24


                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                                     CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,                                                                          2000              1999
------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                <C>
ASSETS (Note 3)

CURRENT:
  Cash                                                                         $   470,280        $  624,869
  Accounts receivable, less allowance for doubtful accounts of $662,998
    and $83,027                                                                  4,729,036         2,408,839
  Accounts receivable from related party                                            36,989            18,800
  Inventories                                                                    3,268,070         2,606,907
  Prepaid expenses                                                                  23,388            52,546
  Deferred tax asset (Note 8)                                                      108,000            31,000
------------------------------------------------------------------------------------------------------------

         TOTAL CURRENT ASSETS                                                    8,635,763         5,742,961
------------------------------------------------------------------------------------------------------------

LEASEHOLD IMPROVEMENTS AND EQUIPMENT, at cost:
  Office equipment and furniture                                                 1,875,702         1,226,323
  Leasehold improvements                                                         3,403,756         2,058,336
  Automotive equipment                                                              29,444            12,944
------------------------------------------------------------------------------------------------------------

                                                                                 5,308,902         3,297,603
  Less accumulated depreciation                                                  1,584,281           699,902
------------------------------------------------------------------------------------------------------------

         NET LEASEHOLD IMPROVEMENTS AND EQUIPMENT                                3,724,621         2,597,701
------------------------------------------------------------------------------------------------------------

OTHER ASSETS:
  Goodwill and other intangible assets, net of accumulated amortization
    of $74,289 and $172,939 (Note 2)                                               276,338           312,900
  Deferred tax asset (Note 8)                                                      148,000            64,000
  Deposits                                                                          73,444            51,456
------------------------------------------------------------------------------------------------------------

         TOTAL OTHER ASSETS                                                        497,782           428,356
------------------------------------------------------------------------------------------------------------





                                                                               $12,858,166        $8,769,018
============================================================================================================
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                                                              24
<PAGE>   25


                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                                     CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,                                                                            2000               1999
---------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                               $ 4,923,530        $ 3,521,170
  Accrued expenses                                                                 1,157,034            614,053
  Accrued income tax (Note 8)                                                        579,500            287,000
  Deferred income (Note 4)                                                            59,604            281,691
  Current maturities of long-term debt (Note 3)                                    2,561,758            417,697
  Current maturities of related party long-term debt (Note 3)                        126,317             94,909
---------------------------------------------------------------------------------------------------------------

         TOTAL CURRENT LIABILITIES                                                 9,407,743          5,216,520

LONG-TERM LIABILITIES:
  Long-term related party debt, less current maturities (Note 3)                          --             92,401
  Long-term debt, less current maturities (Note 3)                                   413,080          1,259,385
---------------------------------------------------------------------------------------------------------------

         TOTAL LIABILITIES                                                         9,820,823          6,568,306
---------------------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (Note 11)                                                   --                 --

PREFERRED STOCK (Note 5):
  Series A convertible preferred stock, $1.00 par, shares authorized 20;
    outstanding 15                                                                   375,000            375,000
  Series B convertible preferred stock, $1.00 par, shares authorized 50;
    outstanding 50                                                                 1,250,000          1,250,000
---------------------------------------------------------------------------------------------------------------

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

STOCKHOLDERS' EQUITY:
  Series C convertible preferred stock, $1.00 par, shares authorized 250;
    outstanding 44 and 32                                                          1,100,000            800,000
  Common stock, $.01 par; 25 million shares authorized; 480,000
    outstanding                                                                        4,800              4,800
  Additional paid-in capital                                                         258,115            205,365
  Retained earnings (deficit)                                                         49,428           (434,453)
---------------------------------------------------------------------------------------------------------------

         TOTAL STOCKHOLDERS' EQUITY                                                1,412,343            575,712
---------------------------------------------------------------------------------------------------------------

                                                                                 $12,858,166        $ 8,769,018
===============================================================================================================
</TABLE>


                    See accompanying notes to consolidated financial statements.

                                                                              25

<PAGE>   26


                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                                  CONSOLIDATED INCOME STATEMENTS


<TABLE>
<CAPTION>
Year ended December 31,                                                                 2000               1999
---------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                <C>
REVENUES:
  Product sales                                                                  $17,794,293        $ 8,504,641
  Activation income                                                               14,480,940          5,420,022
  Pager services                                                                   1,295,801            829,828
---------------------------------------------------------------------------------------------------------------

         Total revenues                                                           33,571,034         14,754,491

COST OF SALES                                                                     12,008,912          5,312,022
---------------------------------------------------------------------------------------------------------------

         Gross profit                                                             21,562,122          9,442,469
---------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
  Selling, general and administrative expenses                                    18,604,868          7,901,655
  Depreciation and amortization                                                    1,262,193            471,908
---------------------------------------------------------------------------------------------------------------

         Total operating expenses                                                 19,867,061          8,373,563
---------------------------------------------------------------------------------------------------------------

         Operating income                                                          1,695,061          1,068,906
---------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
  Interest expense                                                                  (503,429)          (136,540)
  Interest income                                                                      7,233             11,400
---------------------------------------------------------------------------------------------------------------

         Total other income (expense)                                               (496,196)          (125,140)
---------------------------------------------------------------------------------------------------------------

INCOME BEFORE TAXES ON INCOME                                                      1,198,865            943,766

INCOME TAX EXPENSE (Note 8)                                                          525,324            372,000
---------------------------------------------------------------------------------------------------------------

NET INCOME                                                                           673,541            571,766

PREFERRED STOCK DIVIDENDS                                                           (189,660)          (132,446)
---------------------------------------------------------------------------------------------------------------

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS                                      $   483,881        $   439,320
===============================================================================================================

EARNINGS PER COMMON SHARE (Note 2):
  Basic                                                                          $      1.01        $       .92
  Diluted                                                                                .81                .78
===============================================================================================================

WEIGHTED AVERAGE SHARES OUTSTANDING (Note 2):
  Basic                                                                              480,000            480,000
  Diluted                                                                            910,717            758,594
===============================================================================================================
</TABLE>


                    See accompanying notes to consolidated financial statements.

                                                                              26


<PAGE>   27


                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>


                                       Common Stock             Preferred Stock          Additional     Retained
                                    -------------------      ----------------------       Paid-in       Earnings
                                     Shares      Amount      Shares          Amount       Capital       (Deficit)            Total
----------------------------------------------------------------------------------------------------------------------------------

<S>                                 <C>          <C>         <C>         <C>             <C>           <C>             <C>
BALANCE, December 31, 1998          480,000      $4,800          --      $       --      $100,405      $(873,773)      $  (768,568)

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

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

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

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

BALANCE, December 31, 1999          480,000       4,800          32         800,000       205,365       (434,453)          575,712

Preferred stock dividend                 --          --          --              --            --       (189,660)         (189,660)

Common stock warrants (Note 6)           --          --          --              --        52,750             --            52,750

Series C preferred stock                 --          --          12         300,000            --             --           300,000

Net income                               --          --          --              --            --        673,541           673,541
----------------------------------------------------------------------------------------------------------------------------------

BALANCE, December 31, 2000          480,000      $4,800          44      $1,100,000      $258,115      $  49,428       $ 1,412,343
==================================================================================================================================
</TABLE>


                    See accompanying notes to consolidated financial statements.

                                                                              27
<PAGE>   28


                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
Year ended December 31,                                                                 2000               1999
---------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                     $   673,541        $   571,766
  Adjustments to reconcile net income to net cash used for operating
    activities:
      Depreciation and amortization                                                1,262,193            471,908
      Amortization of debt discount                                                  111,588             10,955
      Increase in bad debt allowance                                                 579,971              6,883
      Cash provided by (used for):
        Accounts receivable                                                       (2,918,357)        (1,750,178)
        Prepaid expenses                                                              29,158            (23,455)
        Inventories                                                                 (661,163)        (1,960,931)
        Deferred tax assets                                                         (161,000)            85,000
        Accounts payable                                                           1,402,360          2,971,014
        Accrued expenses and income taxes                                            817,973            590,071
        Deferred income                                                             (222,087)           (33,837)
---------------------------------------------------------------------------------------------------------------

Net cash provided by (used for) operating activities                                 914,177            939,196
---------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of leasehold improvements and equipment                                (2,352,551)        (2,347,535)
  Increase in deposits                                                               (21,988)           (26,418)
---------------------------------------------------------------------------------------------------------------

Net cash used for investing activities                                            (2,374,539)        (2,373,953)
---------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of long-term debt                                                       (161,082)          (502,441)
  Repayment of convertible debenture                                                      --           (125,000)
  Payments of preferred stock dividends                                             (172,152)           (88,088)
  Proceeds from issuance of debt                                                   1,339,007          1,850,000
  Proceeds from issuance of Series C preferred stock                                 300,000            800,000
---------------------------------------------------------------------------------------------------------------

Net cash provided by financing activities                                          1,305,773          1,934,471
---------------------------------------------------------------------------------------------------------------

NET INCREASE IN CASH                                                                (154,589)           499,714

CASH, beginning of year                                                              624,869            125,155
---------------------------------------------------------------------------------------------------------------

CASH, end of year                                                                $   470,280        $   624,869
===============================================================================================================
</TABLE>


                    See accompanying notes to consolidated financial statements.

                                                                              28
<PAGE>   29

                                              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 its
     MERGER                wholly-owned subsidiary Bobby Allison Wireless, Inc.,
                           formerly "2Connect Acquisition Corp." ("Acquisition")
                           (collectively the "Company") through a merger with
                           Bobby Allison Cellular Systems of Florida, Inc.
                           ("Bobby Allison") owns and operates 89 mall-based
                           specialty retail locations in the southeastern United
                           States offering cellular and pager service under the
                           names "Bobby Allison Wireless" and "Bobby Allison
                           Cellular and Pager." The Company operates in a single
                           business segment.


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

                            (A)      Going Concern and Management's Plans
                                     ------------------------------------
                                     The accompanying financial statements have
                                     been prepared assuming that the Company
                                     will continue as a going concern, which
                                     contemplates the realization of assets and
                                     satisfaction of liabilities in the normal
                                     course of business. However, the Company
                                     has $1,900,000 and $500,000 of debt which
                                     matures on May 1, 2001 and May 4, 2001,
                                     respectively. The lenders have previously
                                     extended the maturity of this debt for
                                     approximately 30-day increments since the
                                     end of January 2001. The Company is
                                     attempting to refinance this debt and has
                                     requested that the lender of the $1,900,000
                                     extend the debt's maturity for one-year.
                                     The Company has not yet refinanced either
                                     debt and can not be assured that the
                                     lenders will extend the debt beyond the
                                     current maturity dates. The $1,900,000 debt
                                     is collateralized by a second lien on the
                                     parent Company's accounts receivable and
                                     inventory and $1,000,000 of this debt is
                                     guaranteed by Sterne Agee & Leach Group and
                                     certain stockholders. The $500,000 debt is
                                     collateralized by a certificate of deposit
                                     owned by Sterne,


                                                                              29
<PAGE>   30

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    Agee & Leach Group. In addition, at December
                                    31, 2000, the Company had a working capital
                                    deficit of approximately $772,000 resulting
                                    from the classification of the above debt as
                                    current liabilities and is not expected to
                                    have sufficient working capital to repay the
                                    $1,900,000 debt, if it can not be extended
                                    or refinanced. These financial
                                    considerations raise substantial doubt about
                                    the Company's ability to continue as a going
                                    concern.

                                    Management's plans include seeking the
                                    refinancing of the $1,900,000 debt with the
                                    current lender or securing a broader debt
                                    financing arrangement to refinance the
                                    $1,900,000 and $500,000 debt and to obtain
                                    additional working capital to be used to
                                    reduce accounts payable and continue its
                                    store expansion. If the Company is only
                                    successful in refinancing the $1,900,000 of
                                    debt, the Company expects to have sufficient
                                    cash flow from operations to repay the
                                    $500,000 upon its maturity date. The
                                    Company's guarantors have agreed to stand
                                    still on seeking collection of any guaranty
                                    payments from the Company until May 1,
                                    2002 (the "stand still period") in the event
                                    that either the Company's guarantors are
                                    required to make payments against the
                                    guarantees or a guarantor's certificate of
                                    deposit is foreclosed upon. This agreement
                                    with the guarantors will allow the Company
                                    to seek sufficient financing to repay this
                                    debt during the stand still period. The
                                    Company's guarantors also have contingent
                                    options to convert debt they are required to
                                    repay on the Company's behalf into common
                                    stock of the Company at a ratio of $10 and
                                    $2.50 per share on up to $1,000,000 and
                                    $500,000 in debt, respectively.

                                    On February 21, 2001, the Company entered
                                    into a letter agreement with a regional
                                    investment banking firm who has a particular
                                    expertise in the wireless area and who is
                                    currently assisting the Company to structure
                                    a private placement to certain institutional
                                    and/or other accredited investors. However,
                                    no capital has yet been raised and there is
                                    no assurance that such investment banker
                                    will be able to obtain


                                                                              30
<PAGE>   31

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    the necessary financing, or if available,
                                    that such financing will be on terms
                                    acceptable to the Company. The Company's
                                    inability to refinance or otherwise raise
                                    capital sufficient to repay its maturing
                                    debt will have a material adverse effect on
                                    its ability to continue as a going concern.
                                    The accompanying financial statements do not
                                    include any adjustments that might result
                                    from the outcome of these uncertainties.

                           (B)      Plan of Reorganization

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

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

                                    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


                                                                              31
<PAGE>   32


                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    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.

                           (C)      Restated Articles of Incorporation

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

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

                           (D)      Merger

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


                                                                              32
<PAGE>   33

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

                                                                              33
<PAGE>   34

                                              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 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.


                                                                              34
<PAGE>   35

                                              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, 2000, unamortized
                                    goodwill and other intangible assets of
                                    $276,338 were not considered to be impaired.

                           (G)      Revenue Recognition

                                    The Company's revenue recognition policies
                                    are:

                                    Product Sales - Revenue from retail product
                                    sales is recorded upon customer purchase and
                                    delivery.

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


                                                                              35
<PAGE>   36

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                    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
                                    reducing revenues and by creating a reserve
                                    against carrier accounts receivable. The
                                    reserve is reflective of the historical
                                    cancellation experience.

                                    The Company also records income received
                                    from vendors related to market development
                                    activities as activation income when all
                                    provisions in the related agreements have
                                    been fulfilled and the right to retain
                                    amounts received have vested with the
                                    Company. These agreements generally require
                                    the Company to achieve specified levels of
                                    new activations before the income is paid to
                                    the Company.

                                    AT&T activation commissions accounted for
                                    approximately 28% and 48% of the Company's
                                    net revenues for the year ended December 31,
                                    2000 and 1999, respectively. Accounts
                                    receivable from AT&T accounted for
                                    approximately 43% and 46% of the total net
                                    accounts receivable at December 31, 2000 and
                                    1999, 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.


                                                                              36
<PAGE>   37

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

                           (I)      Net Income per Common Share ("EPS")

                                    Basic EPS is calculated by dividing the
                                    income available to common shareholders by
                                    the weighted average number of common shares
                                    outstanding for the period without
                                    consideration for common stock equivalents.
                                    Diluted EPS includes the effect of
                                    potentially dilutive securities.

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

<TABLE>
<CAPTION>
                                                                                          2000       1999
                                    -----------------------------------------------------------------------
                                    <S>                                                <C>         <C>
                                    Income available to common stockholders            $ 483,881   $439,320
                                    Tax benefit from assumed exercise of stock
                                      options                                             62,165     22,578
                                    Preferred stock dividends                            189,660    132,446
                                    -----------------------------------------------------------------------

                                    Income available to common stockholders
                                      assuming conversion of options and preferred
                                      stock                                            $ 735,706   $594,344
                                    =======================================================================

                                    Denominator for basic earnings per common share
                                      - weighted-average shares                          480,000    480,000
                                    Effects of dilutive securities - options and
                                      preferred stock                                    430,717    278,594
                                    -----------------------------------------------------------------------

                                    Adjusted weighted-average shares (denominator)       910,717    758,594
                                    =======================================================================

                                    Diluted earnings per common share                  $     .81   $    .78
                                    =======================================================================
</TABLE>


                                                                              37
<PAGE>   38

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           (J)      Advertising Costs

                                    The Company expenses advertising costs as
                                    incurred. The total advertising costs
                                    charged to expense, net of vendor co-op
                                    advertising rebates, was $98,766 and $10,023
                                    for the years ended December 31, 2000 and
                                    1999, respectively.

                           (K)      Use of Estimates

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

                           (L)      Recent Accounting Pronouncements

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

                                    In March 2000, the Financial Accounting
                                    Standards Board issued Interpretation No. 44
                                    ("FIN 44"), Accounting for Certain
                                    Transactions Involving Stock Compensation,
                                    on interpretation of APB Opinion No. 25. FIN
                                    44 clarifies the


                                                                              38
<PAGE>   39

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

                           (M)      Reclassifications

                                    Certain items have been reclassified in the
                                    1999 financial statements to conform to the
                                    2000 presentation.


                                                                              39
<PAGE>   40

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   DEBT                  Long-term debt to unrelated parties consists of:

<TABLE>
<CAPTION>
                           December 31,                                                     2000         1999
                           --------------------------------------------------------------------------------------
                           <S>                                                           <C>           <C>
                           8.5% bank notes refinanced February 1999, payable
                            $11,066 monthly beginning March 1999 through
                            February 2002, including interest;
                            collateralized by receivables, inventories,
                            equipment, furniture, fixtures, intangibles
                            and personal guaranty of two stockholders                    $  145,537    $  260,249

                           Variable prime plus 1% (10.5% at December 31,
                            2000) line of credit, converted to a term loan
                            on November 11, 2000; principal of $13,760 plus
                            interest payable monthly through November 2003;
                            collateralized by receivables, inventories,
                            equipment, furniture, fixtures, intangibles and
                            personal guaranty of two stockholders                           467,824       500,000

                           Variable at prime (9.5% at December 31, 2000),                 1,896,644     1,000,000
                            adjusted to prime plus .25% at January 31, 2001,
                            line of credit, maximum limit of $1,900,000;
                            principal due on May 1, 2001; interest payable
                            monthly; collateralized by a second position on
                            the Company's assets and $1,000,000 is
                            guaranteed by Sterne, Agee & Leach Group, a
                            director and certain stockholders (see Note
                            1[A]).

                           9% bank note, interest only payable monthly with
                            principal due May 31, 2001, collateralized by a
                            $500,000 certificate of deposit owned by Sterne,
                            Agee & Leach Group (see Note 1[A]).                             500,000            --

                           Debt discount, net of accumulated amortization of
                            $17,583 and $10,955 (Note 7)                                    (35,167)      (94,005)

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

                                                                                          2,974,838     1,677,082
                           Less current maturities                                        2,561,758       417,697
                           --------------------------------------------------------------------------------------

                           Long-term debt, less current maturities                       $  413,080    $1,259,385
                           ======================================================================================
</TABLE>

                           Future maturities of long-term debt are as follows:
                           $2,561,758 - 2001; $310,651 - 2002; and $102,429 -
                           2003.


                                                                              40
<PAGE>   41

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           Long-Term Debt to Related Parties

                           The Company has two unsecured 7.5% debenture notes
                           payable to stockholders, payable quarterly at $11,729
                           per note, including interest, through December 2001.
                           The required payments were not made in 2000 under
                           these notes. The entire balance is due in 2001. At
                           December 31, 2000 and 1999, the total outstanding
                           balance was $126,317 and $187,310, respectively.

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

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

                           Deferred income also includes billed but unearned
                           beeper service revenue as of December 31, 2000 and
                           1999 of $59,604 and $50,680, respectively.

5.   PREFERRED STOCK       At  December 31,  2000, the Company had a total of
                           109 shares of Series A, B and C Preferred Stock
                           outstanding, each with an initial purchase price
                           (face value) of $25,000 per share. The Series A and B
                           Preferred Stock carry a mandatory redemption feature
                           whereby these shares are redeemable at face value
                           five years after the


                                                                              41
<PAGE>   42

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           issuance date provided the Company has funds legally
                           available to do so. As a result, the Series A and B
                           Preferred Stock has been recorded outside of the
                           stockholders' equity section of the Company's
                           consolidated balance sheet.

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

                           Conversion Rate

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


                                                                              42
<PAGE>   43

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           outstanding common stock shall be reserved for
                           issuance.

                           Voting Rights

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

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

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

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


                                                                              43
<PAGE>   44

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           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 and
                           C Preferred Stock, a pro rata amount equal to the
                           face value plus accrued but unpaid dividends (as
                           amended in August 1999); and (iii) pro rata to the
                           holders of the preferred stock and common stock.

6.   STOCK OPTIONS         Plan Stock Options

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

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


                                                                              44
<PAGE>   45

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           price at the date of grant.

                           Statement of Financial Accounting Standards No. 123
                           (FAS 123) "Accounting for Stock-Based Compensation,"
                           requires the Company to provide pro forma information
                           regarding net income and earnings per share as if
                           compensation cost for the Company's employee stock
                           options had been determined in accordance with the
                           fair market value based on the method prescribed in
                           FAS 123. The Company estimates the fair value of each
                           stock option at the grant date by using the
                           Black-Scholes option-pricing model with the following
                           weighted-average assumptions used for grants in the
                           years ended December 31, 2000 and 1999, respectively:
                           no dividend yield, an expected life of five years;
                           expected volatility of .1%, and a risk-free interest
                           rate of 6%. Under the accounting provisions of FAS
                           123, the Company's net income applicable to common
                           stock and income per share would have been decreased
                           to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                           Year ended December 31,                                   2000          1999
                           --------------------------------------------------------------------------------
                           <S>                                                     <C>         <C>
                           Net income applicable to common stockholders:
                             As reported                                           $ 483,881   $ 439,320
                             Pro forma                                               276,044     290,580

                           Basic earnings per common share:
                             As reported                                           $    1.01   $     .92
                             Pro forma                                                   .58         .61

                           Diluted earnings per common share:
                             As reported                                           $     .81   $     .78
                             Pro forma                                                   .30         .56
                           --------------------------------------------------------------------------------
</TABLE>

                           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


                                                                              45
<PAGE>   46

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           determined by the Black-Scholes valuation model was
                           not material to the financial statements.

                           In November 1999, the Company issued non-plan
                           contingent vesting options to Sterne Agee and a
                           stockholder to purchase 100,000 shares of the
                           Company's common stock at $10 per share. The options
                           were issued as consideration for loan guarantees and
                           vest only in the event the optionee is required to
                           satisfy the guarantee of the $1,000,000 (now
                           $1,900,000) line of credit. The options expire upon
                           the occurrence of either the loans being repaid by
                           the Company or the guarantors are otherwise released
                           from their guarantee. The fair value of the
                           contingent vesting options would be determined on the
                           option vesting date using the Black-Scholes valuation
                           model and would be charged to operations as of that
                           date.

                           In November 2000, the Company issued non-plan
                           contingent vesting options to Sterne, Agee to
                           purchase 200,000 shares of the Company's common stock
                           at $2.50 per share. The options were issued as
                           consideration for loan guarantees and vest only in
                           the event the optionee is required to satisfy the
                           guarantee of the $500,000 bank note. The options
                           expire upon the occurrence of either the loans being
                           repaid by the Company or the guarantors are otherwise
                           released from their guarantee. The fair value of the
                           contingent vesting options would be determined on the
                           option vesting date using the Black-Scholes valuation
                           model and would be charged to operations as of that
                           date.

                           The following table summarizes information about
                           employee plan and non-plan stock option activity for
                           the periods ended December 31, 1999 and 2000:


                                                                              46
<PAGE>   47

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                  Weighted-Average
                                                                               Weighted-Average      Fair Value of
                                                                      Shares     Exercise Price    Options Granted
                                  --------------------------------------------------------------------------------
                                  <S>                                <C>       <C>                <C>
                                  Outstanding, December 31, 1998       7,500             $6.00            $  --
                                    Granted, at market value         155,500              8.65             1.68
                                  --------------------------------------------------------------------------------

                                  Outstanding, December 31, 1999     163,000              8.49               --
                                    Granted, at market value          45,100             10.00             4.46
                                    Granted, below market value      200,000              2.50             2.50
                                    Canceled                          (2,200)             8.73               --
                                  --------------------------------------------------------------------------------

                                  Outstanding, December 31, 2000     405,900             $4.30
                                  ================================================================================
</TABLE>

                                   At December 31, 2000 and 1999, a total of
                                   65,800 and 52,000 options, respectively, were
                                   exercisable at a weighted-average exercise
                                   price of $6.58 and $6.00, respectively. All
                                   options granted in 1999 and 2000 were plan
                                   options.

                                   The following table summarizes information
                                   about stock options outstanding and
                                   exercisable at December 31, 2000:

<TABLE>
<CAPTION>
                                                              Options Outstanding                  Options Exercisable
                                                   ------------------------------------------  ---------------------------
                                                                  Weighted-      Weighted-                       Weighted-
                                                                   Average        Average                         Average
                                  Range of                Number  Exercise      Remaining           Number       Exercise
                                  Exercise Prices    Outstanding     Price           Life      Exercisable          Price
                                  -----------------------------------------------------------  ---------------------------
                                  <S>                <C>          <C>          <C>             <C>               <C>
                                  Employee Plan
                                    and Non-Plan
                                    Options

                                  $ 6.00               160,800     $ 6.00         8 YEARS         48,800         $ 6.00
                                  $10.00               245,100     $10.00      4.58 YEARS          9,500          10.00
                                  ----------------------------------------------------------------------------------------

                                                       405,900     $ 4.26                         58,300         $ 6.65
                                  ========================================================================================

                                  Non-Employee
                                    Non-Plan Options

                                  $ 6.00                 7,500     $ 6.00         8 YEARS          7,500          $6.00
                                  ========================================================================================
</TABLE>


                                                                              47
<PAGE>   48

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.   WARRANTS              In November 1999, the Company issued warrants to
                           Sterne Agee and a stockholder to purchase 41,000
                           shares (as adjusted for certain provisions in the
                           agreements) of the Company's common stock at $10 per
                           share and that expire in November 2003. The warrants
                           were issued as consideration for loan guarantees made
                           by the warrant holders related to the then-$1,000,000
                           line of credit ($1,900,000 at December 31, 2000). The
                           warrants were valued at $104,960 using the
                           Black-Scholes valuation model assuming no dividend
                           yield, an expected life of ten years, expected
                           volatility of .1%, a risk-free interest rate of 6.0%
                           and have been recorded as debt discount. The debt
                           discount is being amortized through January 3, 2001,
                           the date the loan becomes due on demand. At December
                           31, 1999, the unamortized debt discount totaled
                           $94,005 and was expensed in 2000. In the event that
                           the guarantors are required to satisfy the guaranty,
                           then the guarantors will be assigned all rights,
                           security and protections of the lender. At their
                           option, the guarantor, or any of them, may exchange
                           their payment on the guaranty for common stock of the
                           Company at $10.00 per share pursuant to a contingent
                           option agreement.

                           In November 2000, the Company issued warrants to
                           Sterne Agee to purchase 25,000 shares of the
                           Company's common stock at $10 per share and that
                           expire in November 2004. The warrants were issued as
                           consideration for loan guarantees made by the warrant
                           holders related to the $500,000 note payable to a
                           bank. The warrants were valued at $52,750 using the
                           Black-Scholes valuation model assuming no dividend
                           yield, an expected life of ten years, expected
                           volatility of .1%, a risk-free interest rate of 6.0%
                           and have been recorded as debt discount. The debt
                           discount is being amortized through February 27,
                           2001, the date the loan becomes due. At December 31,
                           2000, the unamortized debt discount totaled $35,167.


                                                                              48
<PAGE>   49

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.   INCOME TAXES          Deferred income taxes at December 31, 2000 and 1999
                           consist of the following:

<TABLE>
<CAPTION>
                                                                                           2000          1999
                                  --------------------------------------------------------------------------------
                                  <S>                                                  <C>           <C>
                                  CURRENT DEFERRED TAX ASSET:
                                    Accounts receivable allowance                      $  108,000    $   31,000
                                  --------------------------------------------------------------------------------

                                  Total current deferred tax asset                     $  108,000    $   31,000
                                  ================================================================================

                                  NONCURRENT DEFERRED TAX ASSETS:
                                    Leasehold improvements                             $  148,000    $   64,000
                                  --------------------------------------------------------------------------------

                                  Total noncurrent deferred tax assets                 $  148,000    $   64,000
                                  ================================================================================

                                   Significant components of income tax expense are as follows:

<CAPTION>
                                                                                           2000          1999
                                  --------------------------------------------------------------------------------
                                  <S>                                                 <C>           <C>
                                  Current:
                                    Federal                                           $   590,000   $   259,000
                                    State                                                 104,000        28,000
                                  --------------------------------------------------------------------------------

                                                                                          694,000       287,000
                                  --------------------------------------------------------------------------------

                                  Deferred:
                                    Federal                                              (143,676)       75,000
                                    State                                                 (25,000)       10,000
                                  --------------------------------------------------------------------------------

                                                                                         (168,676)       85,000
                                  --------------------------------------------------------------------------------

                                                                                      $   525,324   $   372,000
                                  ================================================================================
</TABLE>


                                                                              49
<PAGE>   50

                                              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>
                                                                                                2000       1999
                                  --------------------------------------------------------------------------------
                                  <S>                                                           <C>        <C>
                                  Federal income taxes at statutory rates                        34%        34%
                                  State taxes                                                     5%         5%
                                  Nondeductible expenses                                          4%        --
                                  --------------------------------------------------------------------------------

                                  Income tax expense at effective rates                          43%        39%
                                  ================================================================================
</TABLE>

9.   LEASES

                           The Company has entered into various leases for
                           equipment, office and retail facilities. Future
                           minimum lease payments under noncancelable operating
                           leases at December 31, 2000 are as follows:

<TABLE>
<CAPTION>
                                  Year ending December 31,
                                  --------------------------------------------------------------------------------
                                  <S>                                                            <C>
                                  2001                                                           $    4,256,489
                                  2002                                                                3,901,179
                                  2003                                                                3,596,190
                                  2004                                                                3,380,545
                                  Thereafter                                                          8,843,398
                                  --------------------------------------------------------------------------------

                                  Total minimum payments required                                $   23,977,801
                                  ================================================================================
</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, 2000 and 1999 was $3,852,010 and
                           $1,757,039, respectively.


                                                                              50
<PAGE>   51

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.  PROFIT-SHARING        The Company has a 401(k) profit sharing plan that
     PLAN                  covers substantially all employees. Participants may
                           contribute up to the lesser of 10% of their annual
                           compensation or the maximum amount allowable under
                           provisions of the Internal Revenue Code. The Plan
                           requires Company contributions equal to 25% of each
                           participant's contribution up to 5% of compensation.
                           Company contributions to the plan were $10,275 and
                           $7,200 for 2000 and 1999, respectively.


11.  LITIGATION            In September 2000, the Company filed a complaint in
                           Circuit Court in Pinellas County Florida, seeking the
                           reforming of a contract with PowerTel to include oral
                           agreements alleged to have been made between the
                           Company. The Company is in settlement discussions
                           with PowerTel regarding the payment activation fees
                           by PowerTel and the payment of accounts payables due
                           PowerTel by the Company. At December 31, 2000, the
                           Company's financial statements include gross
                           activation fees due from PowerTel of approximately
                           $430,000 and approximately $1,273,000 in accounts
                           payable due to PowerTel.


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

                           The initial term of the license agreement expires on
                           December 31, 2008. The Company has options to renew
                           the license agreement for five successive five-year
                           terms for a total term (including the initial term)
                           of 35 years. In consideration of this license and
                           these services, the Company is to pay Mr. Allison a
                           fixed annual fee of $48,000 per year through December
                           31, 2008, $52,800 per year


                                                                              51
<PAGE>   52

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           during the first five-year renewal period, $58,000
                           per year for the second five-year renewal period,
                           $63,900 during the third five-year renewal period,
                           $70,300 per year during the fourth five-year renewal
                           period and $77,300 per year during the fifth
                           five-year renewal period ("Fixed Fees").

                           In addition to the Fixed Fees, the Company will pay
                           Mr. Allison a contingent fee equal to the difference
                           between that amount which is equal to one-tenth of
                           one percent of the Company's annual net sales, and
                           the Fixed Fee for such year with respect to the
                           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. No amounts
                           were due under this agreement for 1999 or 2000.

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

                           Employment Agreements

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


                                                                              52
<PAGE>   53

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           end of such initial 12-month period and each 12-month
                           period thereafter, the Company's Board of Directors
                           shall review the Officers' annual salary to determine
                           the next 12 months' annual compensation provided,
                           however, that the Officers' annual salary shall be
                           increased a minimum of 6% each year.

                           The officers are each covered by an incentive
                           compensation plan which provides additional
                           compensation equal to 4% (8% in total) of the
                           Company's pre-tax net income before accrued incentive
                           compensation for any applicable employment year. The
                           Company accrued approximately $109,000 at December
                           31, 2000 under the incentive compensation plan.

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

                           Medical Insurance Plan

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


                                                                              53
<PAGE>   54

                                              BOBBY ALLISON WIRELESS CORPORATION
                                                                  AND SUBSIDIARY

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                               Year ended December 31,                                  2000          1999
                               --------------------------------------------------------------------------------
                               <S>                                                  <C>           <C>
                               Cash paid for interest                               $  472,822    $   93,839
                               ================================================================================

                               Noncash financing and investing activities:
                                 Change in accrued preferred stock dividends        $   17,509    $   44,358
                                 Issuance of warrants                                   52,750       104,960
                               ================================================================================
</TABLE>


                                                                              54
<PAGE>   55

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

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

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

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

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

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

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

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


                                       55
<PAGE>   56

                                    PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

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

<TABLE>
<CAPTION>
       Name                            Age                              Position
------------------------            ---------         --------------------------------------------------
<S>                                 <C>               <C>
Robert L. McGinnis                      59            Chairman of the Board, Chief Executive Officer and
                                                      Treasurer
James L. Ralph                          36            President, Secretary and Director

William L. McMahon                      48            Chief Financial Officer

Alec Pleet                              41            Senior Vice President of New Market Development

Kevin Killoran                          30            Vice President of Marketing and Merchandising

James S. Holbrook, Jr.                  55            Director
</TABLE>

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

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

         William L. McMahon has served as the Chief Financial Officer of the
Company since October 2, 2000. From June of 1998 until October 2000, Mr. McMahon
served as the Chief Financial Officer of Serengeti Eyewear, Inc., a sunglasses
distributor. Prior to June of 1998, Mr. McMahon was the Director of Corporate
Development for Uniroyal Technology Corporation, a plastic manufacturer.

         Alec Pleet has served as Senior Vice President of New Market
Development since May 1999. Mr. Pleet previously served as the Director of Sales
and Marketing for PrimeCo Personal Communications, Inc., which was part of the
carrier consolidation now known as Verizon.

         Kevin Killoran has served as Vice President of Marketing and
Merchandising since December 2000. From May 1998 to December 2000, Mr. Killoran
served as Director-Marketing and Merchandising. Prior to May 1998, Mr. Killoran
was the Secretary and Manager of Marketing and Store Development for the Company
prior to the merger under the name 2Connect Express, Inc. which declared Chapter
11 bankruptcy in January 1998 as described in Item 1. Description of Business.

         James S. Holbrook, Jr. has served as Director since December 31, 1998
and served as Chairman of Board and Chief Executive Officer from August 27, 1998
until December 31, 1998. Mr. Holbrook is, and has for the past five years been,
the chief executive officer of Sterne Agee and its affiliated companies. Mr.
Holbrook is the Chairman of the Board of SAL Trust Preferred Fund I.


                                       56
<PAGE>   57


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, 2000 through December 31, 2000, all Section 16
Insiders filed their Section 16(a) Forms in a timely manner, except that (i)
Sterne, Agee & Leach Group, Inc. Sterne, Agee & Leach, Inc., The Trust Company
of Sterne, Agee & Leach, Inc. and James S. Holbrook, Jr. filed certain Form 4
transactions occurring in November 2000 late on their Form 5 and (ii) William L.
McMahon was late filing his Form 3.

ITEM 10. EXECUTIVE COMPENSATION.

         The information required by this Item is incorporated by reference
pursuant to General Instruction E(3) to form 10-KSB from the Company's
definitive proxy statement for the 2001 Annual Meeting of its Stockholders to be
filed with the Securities and Exchange Commission pursuant to Regulations 14A on
or before April 30, 2001.

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

         The information required by this Item is incorporated by reference
pursuant to General Instruction E(3) to form 10-KSB from the Company's
definitive proxy statement for the 2001 Annual Meeting of its Stockholders to be
filed with the Securities and Exchange Commission pursuant to Regulations 14A on
or before April 30, 2001.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information required by this Item is incorporated by reference
pursuant to General Instruction E(3) to form 10-KSB from the Company's
definitive proxy statement for the 2001 Annual Meeting of its Stockholders to be
filed with the Securities and Exchange Commission pursuant to Regulations 14A on
or before April 30, 2001.

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 54 and are hereby incorporated herein by
reference.

(b) Reports on Form 8-K: The Company did not file any Reports on Form 8-K during
the quarter ended December 31, 2000.


                                       57
<PAGE>   58

                                   SIGNATURES

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

                                BOBBY ALLISON WIRELESS CORPORATION




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

<TABLE>
<CAPTION>
           Signature                                         Title                                  Date
------------------------------------     --------------------------------------------------   ---------------
<S>                                      <C>                                                  <C>
/s/Robert L. McGinnis                    Chairman of the Board, Chief Executive Officer       April 16, 2001
------------------------------------     (Principal Executive Officer) and Treasurer
Robert L. McGinnis



/s/William L. McMahon                    Chief Financial Officer (Principal Financial and     April 16, 2001
------------------------------------     Accounting Officer)
William L. McMahon



/s/James L. Ralph                        President, Chief Operating Officer, Secretary and    April 16, 2001
---------------------------              Director
James L. Ralph



/s/James S. Holbrook, Jr.                Director                                             April 16, 2001
---------------------------
James S. Holbrook, Jr.
</TABLE>


                                       58
<PAGE>   59

                                   FORM 10-KSB
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
           Exhibit
           Number                                   Description                                       Page
           -------        ------------------------------------------------------------------          ----
           <S>            <C>                                                                         <C>

               3.1        Second Restated Articles of Incorporation of the
                          Company (11)

               3.2        Bylaws of Company (1)

               3.3        Amendment to Bylaws dated June 1, 1999 (9)

               4.1        Specimen Common Stock Certificate of Company

               4.2        Form of Warrant(12)

               4.3        Form of Option Agreement(12)

               4.4        Sections 4.2 and 4.3 of the Second Restated Articles
                          of Incorporation of the Company (11)

               4.5        Specimen Series A Preferred Stock Certificate

               4.6        Specimen Series B Preferred Stock Certificate

               4.7        Specimen Series C Preferred Stock Certificate

               9.9*       Voting Trust Agreement with Marc D. Fishman (1)

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

             10.02*       Agreement by an between the Company and Sterne, Agee &
                          Leach, Inc. dated August 27, 1998 (3)

             10.03*       Debtor's Amended Plan of Reorganization file June 24,
                          1998 (4)

             10.04*       Second Amended Disclosure Statements for Amended Plan
                          of Reorganization filed June 24, 1998 (4)

             10.05*       First Modification to Amended Plan of Reorganization
                          dated August 7, 1998 (4)

             10.06*       First Modification to Second Amended Disclosure
                          Statement dated August 7, 1998 (4)

             10.07*       Second Modification to Amended Plan of Reorganization
                          filed August 28, 1998 (4)
</TABLE>


                                       59
<PAGE>   60

<TABLE>
             <S>          <C>
             10.08        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)

             10.09        Employment Agreement of Robert L. McGinnis (5)

             10.10        Employment Agreement of James L. Ralph (5)

             10.11        License Agreement with Robert A. Allison a/k/a Bobby
                          Allison (9)

             10.12**      Exclusive Regional Retail Dealer Agreement, effective
                          December 1, 1998, by and between Bobby Allison
                          Cellular Systems of Florida, Inc. and AT&T Wireless
                          Services of Florida, Inc. d/b/a AT&T Wireless
                          Services. (10)

             10.13        Bobby Allison Wireless Corporation 1999 Stock Option
                          Plan (9)

             10.14(a)     Promissory Note between Bobby Allison Wireless
                          Corporation and SouthTrust Bank, National Association,
                          in the amount of $350,000 dated February 24, 1999 (8)

             10.14(b)     Business Loan Agreement between Bobby Allison Wireless
                          Corporation and SouthTrust Bank, National Association,
                          dated February 24, 1999 (8)

             10.14(c)     Commercial Security Agreement between Bobby Allison
                          Wireless Corporation and SouthTrust Bank, National
                          Association, dated February 24, 1999 (8)

             10.15(a)     Promissory Note between Bobby Allison Wireless
                          Corporation and SouthTrust Bank, National Association,
                          in the amount of $500,000 dated February 24, 1999 (8)

             10.15(b)     Business Loan Agreement between Bobby Allison Wireless
                          Corporation and SouthTrust Bank, National Association,
                          dated February 24, 1999 (8)

             10.15(c)     Commercial Security Agreement between Bobby Allison
                          Wireless Corporation and SouthTrust Bank, National
                          Association, dated February 24, 1999 (8)

             10.16        Colonial Bank Commercial Promissory Note and Security
                          Agreement dated November 17, 1999(12)

             10.17(a)     Colonial Bank Commercial Promissory Note and Security
                          Agreement dated effective February 23, 2000 (13)

             10.17(b)     Modification Agreement dated February 23, 2000 (13)

             10.18        Split-Dollar Agreement of Robert L. McGinnis (13)

             10.19        Split-Dollar Agreement of James L. Ralph (13)

             10.20        Bobby Allison Wireless Corporation Incentive
                          Compensation Plan for Robert L. McGinnis (13)
</TABLE>


                                       60
<PAGE>   61

<TABLE>
             <S>          <C>
             10.21        Bobby Allison Wireless Corporation Incentive
                          Compensation Plan for James L. Ralph (13)

             10.22        Colonial Bank Commercial Promissory Note and Security
                          Agreement dated May 25, 2000

             10.23        Employment Agreement of William L. McMahon (14)

             10.24***     Nonexclusive Multi-Market Digital Multi-Network Retail
                          Dealer Agreement, effective as of December 1, 2000, by
                          and among Bobby Allison Wireless, Inc., AT&T Wireless
                          Services of Florida, Inc. and AT&T Wireless PCS, LLC

             10.25(a)     The Bank Promissory Note dated November 29, 2000

             10.25(b)     The Bank Security Agreement dated November 29, 2000

             10.25(c)     The Bank Third Party Pledge Agreement dated November
                          29, 2000

             10.26(a)     The Bank Promissory Note dated March 30, 2001

             10.26(b)     The Bank Security Agreement dated March 30, 2001

             10.27        Colonial Bank Commercial Promissory Note and Security
                          Agreement dated February 23, 2001

             10.28        Colonial Bank Commercial Promissory Note and Security
                          Agreement dated March 31, 2001

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

             21.1         Subsidiaries of Bobby Allison Wireless Corporation
</TABLE>

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

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

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

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

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

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


                                       61
<PAGE>   62

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

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

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

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

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

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

      (9)   The Bobby Allison Wireless Corporation Annual Report on Form 10-KSB
            for the year ended December 31, 1998 (Commission File No.
            000-22251), is incorporated by reference to Part III of this report.

      (10)  Amendment No. 1 to the Bobby Allison Wireless Corporation Annual
            Report on Form 10-KSB for the year ended December 31, 1998
            (Commission File No. 000-22251), is incorporated by reference to
            Part III of this report.

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

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

      (13)  The Bobby Allison Wireless Corporation Annual Report on Form 10-KSB
            for the year ended December 31, 1999 (Commission File No.
            000-22251), is incorporated by reference to Part III of this report.

      (14)  The Bobby Allison Wireless Corporation Quarterly Report on Form
            10-QSB for the quarter ended September 30, 2000 (Commission File No.
            000-22251) is incorporated by reference to Part III of this report.


                                       62