<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                                   FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the quarterly period ended
                                March 31, 2001


                       AOA HOLDING LLC AND SUBSIDIARIES
            (Exact name of registrant as specified in its charter)

                         Commission File No. 333-82145

             Minnesota                            36-4298658
  (State or other jurisdiction of               (IRS Employer
  incorporation or organization)              Identification No.)

                                 ____________________




                       1380 West Paces Ferry Road, N.W.
                             Suite 170, South Wing
                               Atlanta, GA 30327
                   (Address of principal executive offices)

                                (404) 233-1366
             (Registrant's telephone number, including area code)

          Securities Registered Pursuant to Section 12(b) of the Act:
                                 None.

          Securities Registered Pursuant to Section 12(g) of the Act:
                         10 3/8% Senior Notes Due 2006



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
                                       -
<PAGE>

                       AOA HOLDING LLC AND SUBSIDIARIES
                                     INDEX
                                                                     Page Number
                                                                     -----------
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

        Consolidated Balance Sheets of AOA Holding LLC and Subsidiaries
        as of March 31, 2001 (unaudited) and December 31, 2000...........   1

        Consolidated Statements of Operations of AOA Holding LLC and
        Subsidiaries for the quarters ended March 31, 2001 and 2000
        (unaudited)......................................................   2

        Consolidated Statement of Changes in Member's Deficit of AOA
        Holding LLC and Subsidiaries for the three months ended
        March 31, 2001 (unaudited).......................................   3


        Consolidated Statements of Cash Flows of AOA Holding LLC and
        Subsidiaries for the three months ended March 31, 2001
        and 2000 (unaudited).............................................   4

        Notes to Interim Consolidated Financial Statements of
        AOA Holding LLC and Subsidiaries (unaudited).....................   5

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations..............................   8



PART II. OTHER INFORMATION

        Item 1. Legal Proceedings........................................  12
        Item 2. Changes in Securities....................................  12
        Item 3. Defaults Upon Senior Securities..........................  12
        Item 4. Submission of Matters to a Vote of Security Holders......  12
        Item 5. Other Information........................................  12
        Item 6. Exhibits and Reports on Form 8-K.........................  12

SIGNATURES...............................................................  13

                                       i
<PAGE>

                   AOA HOLDING LLC AND SUBSIDIARIES (Note 3)
                          CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                  March 31,
                                                                    2001          December 31,
                            ASSETS                               (unaudited)          2000
                                                                 -----------      ------------
<S>                                                              <C>              <C>
Current assets:
 Cash and cash equivalents                                        $     908      $   2,217
 Investments                                                          2,540          2,684
 Accounts receivable, less allowance for doubtful accounts of
  $788 and $1,209 at March 31, 2001 and December 31, 2000,
  respectively                                                       13,355         10,185
 Receivables from related parties                                        73          1,234
 Inventories                                                            465            413
 Prepaid rent                                                         3,902          3,553
 Prepaid expenses                                                     1,533          1,272
                                                                  ---------      ---------
   Total current assets                                              22,776         21,558

Property, plant and equipment, net                                   79,123         61,257
Goodwill and intangible assets, net                                  43,724         44,147
Other assets                                                            142            112
                                                                  ---------      ---------
                                                                  $ 145,765      $ 127,074
                                                                  =========      =========

                       LIABILITIES AND PARTNERS' DEFICIT

Current liabilities:
 Current portion of long-term debt                                $  80,342      $  56,406
 Notes payable to officers                                            5,133          5,133
 Accounts payable                                                     1,469          1,167
 Interest payable                                                     1,326          4,945
 Accrued expenses and other liabilities                               3,269          4,532
 Deferred compensation                                                  241            241
                                                                  ---------      ---------
   Total current liabilities                                         91,780         72,425

Long-term debt, less current installments                           148,764        149,297
Deferred compensation                                                 8,085          7,886
                                                                  ---------      ---------
   Total liabilities                                                248,629        229,608

Commitments and contingencies (Note 4)


Member's deficit                                                   (102,864)      (102,465)
Foreign currency adjustment                                               -            (68)
                                                                  ---------      ---------
   Total partners' deficit                                         (102,864)      (102,533)
                                                                  ---------      ---------
                                                                  $ 145,765      $ 127,074
                                                                  =========      =========
</TABLE>


 See accompanying notes to unaudited interim consolidated financial statements.

                                       1
<PAGE>

                   AOA HOLDING LLC AND SUBSIDIARIES (Note 3)
                           STATEMENTS OF OPERATIONS
                                  (Unaudited)
                            (Dollars in Thousands)



                                                   Quarter Ended
                                                      March 31,
                                                   2001      2000
                                                 -------   -------
Gross Revenues                                   $21,731    17,330
   Less agency commissions                         1,706     1,452
                                                 -------   -------
     Net outdoor advertising revenue              20,025    15,877

Operating expenses:
   Direct advertising expenses                    10,383     8,476
   Corporate general and administrative               10       705
   Depreciation and amortization                   2,649     1,676
   Deferred compensation                             366       360
                                                 -------   -------
     Total operating expenses                     13,408    11,216
                                                 -------   -------
     Operating income                              6,617     4,661
                                                 -------   -------
Other expenses (income):
   Interest expense                                6,008     4,568
   Interest expense - related parties                545       112
   Other expense (income), net                       133       (10)
   Gain on disposals of property, plant
     and equipment, net                               (2)       (1)
                                                 -------   -------
     Total other expenses                          6,685     4,668
                                                 -------   -------
     Loss before taxes                               (68)       (7)

     Income tax provision                            134         -
                                                 -------   -------
       Net loss                                  $  (202)  $    (7)
                                                 =======   =======


See accompanying notes to unaudited interim financial statements.

                                       2
<PAGE>

                   AOA HOLDING LLC AND SUBSIDIARIES (Note 3)
             CONSOLIDATED STATEMENT OF CHANGES IN MEMBER'S DEFICIT
                   FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                  (Unaudited)
                            (Dollars in Thousands)


                                                             MEMBER'S
                                                             DEFICIT
                                                            ---------
BALANCE, DECEMBER 31, 2000                                  $(102,534)

NET LOSS                                                         (202)

FOREIGN CURRENCY ADJUSTMENT                                      (128)

DISTRIBUTIONS                                                       -
                                                            ---------
BALANCE, MARCH 31, 2001                                     $(102,864)
                                                            =========


See accompanying notes to unaudited interim consolidated financial statements.

                                       3
<PAGE>

                   AOA HOLDING LLC AND SUBSIDIARIES (Note 3)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                            (Dollars in Thousands)

<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                                                        March 31,
                                                                      2001       2000
                                                                    --------   -------
<S>                                                                 <C>        <C>
Cash flows from operating activities:
 Net loss                                                           $   (202)  $    (7)
 Adjustments to reconcile net income to cash
  provided by operating activities:
   Depreciation                                                        2,055     1,554
   Amortization of goodwill and intangible assets                        813       265
   Deferred compensation expense                                         366       435
   Payments of deferred compensation                                    (167)     (509)
   Barter income                                                          (5)      (89)
   Loss on disposals of property, plant and
    equipment, net                                                        (2)        -
   Gain on foreign currency exchange                                    (129)        -
   Change in unrealized gain on investments                              144         -

   Changes in assets and liabilities:
    Increase in accounts receivable, net                              (2,009)   (3,481)
    (Increase) decrease in inventories                                   (53)       10
    Increase in prepaid rent and other prepaid expenses                 (639)     (376)
    (Decrease) increase in accounts payable and accrued expenses        (956)      283
    Decrease in interest payable                                      (3,620)   (3,832)
                                                                    --------   -------
     Net cash used in operating activities                            (4,401)   (5,747)

Cash flows from investing activities:
    Additions to property, plant and equipment                        (1,172)   (2,351)
    Proceeds from sale of property, plant
      and equipment                                                        2         7
    Purchase of PNE Media                                            (19,140)        -
                                                                    --------   -------
     Net cash used in investing activities                           (20,310)   (2,344)

Cash flows from financing activities:
    Payments on long-term debt                                        (4,402)   (6,387)
    Advances on revolving line of credit                              27,804    14,594
                                                                    --------   -------
     Net cash provided by financing activities                        23,402     8,207
                                                                    --------   -------

     Net (decrease) increase in cash and cash equivalents             (1,309)      116

Cash and cash equivalents at beginning of period                       2,217     1,616
                                                                    --------   -------
Cash and cash equivalents at end of period                          $    908   $ 1,732
                                                                    ========   =======
</TABLE>

See accompanying notes to unaudited interim consolidated financial statements.

                                       4
<PAGE>

                   AOA HOLDING LLC AND SUBSIDIARIES (Note 3)
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2001
                                 (Unaudited)

(1)  The Limited Liability Corporation

Organization

  AOA Holding LLC ("AOA Holding" or the "Company") was incorporated on May 4,
1999, as a Minnesota limited liability company. AOA Holding was formed to
acquire the direct individual interests of Stephen Adams in Adams Outdoor
Advertising Limited Partnership ("Adams Partnership" or "the Partnership") and
Adams Outdoor Advertising Inc. ("Adams Inc.") and to serve as a co-issuer of the
10 3/8% Senior Notes due 2006 (the "Parent Senior Notes") (Note 2). AOA
Holding's assets consist of 100% of the outstanding capital stock of Adams Inc.,
a 0.70% general partnership interest and a 68.3% limited partnership interest in
Adams Partnership. Mr. Adams is the sole member of AOA Holding and all
operations are conducted through Adams Partnership.

  AOA Capital Corp. ("AOA Capital"), a wholly-owned subsidiary of AOA Holding,
was incorporated on May 4, 1999 for the sole purpose of serving as co-issuer of
the Parent Senior Notes.


(2)  Offering

  In May 1999, following the organization, AOA Holding and its 100% owned
subsidiary, AOA Capital issued $50 million of Parent Senior Notes. The net
proceeds from the offering were used by AOA Holding (i) to make a $32.5 million
distribution to its sole member, (ii) to repay $13.25 million of indebtedness of
Adams Partnership, and (iii) to make a $2.5 million allocation to the Adams
Partnership minority limited partners.

  The Parent Senior Notes are unsecured obligations of AOA Holding and its 100%
owned subsidiary, AOA Capital. The Parent Senior Notes mature on June 1, 2006
and bear interest at 10 3/8%. Interest is payable semi-annually in arrears on
March 15 and September 15, commencing September 15, 1999.

  The Parent Senior Notes are redeemable at the option of the Company, in whole
or in part after June 1, 2003 at the following redemption prices (expressed as
percentage of principal amount), together, in each case, with accrued and unpaid
interest to the redemption date; 105.188% in 2003, 102.594% in 2004 and 100.00%
in 2005 and thereafter. The Company may also redeem the Parent Senior Notes in
whole but not in part at any time during the nine-month period beginning on
April 15, 2001 at 100% of the aggregate principal plus accrued and unpaid
interest in the event of a concurrent redemption by Adams Partnership of its
outstanding notes.

  The Indenture contains, among other things, covenants restricting the ability
of the Company to incur additional indebtedness, make certain distributions,
make certain investments, change the status of company subsidiaries, create
liens, enter into transactions with affiliates, dispose of assets, enter into
sale-leaseback transactions, make payments for consents, and enter into
additional lines of business.

  In connection with the reorganization, the Adams Partnership agreement was
amended to provide that the limited partnership interest of AOA Holding become a
"priority" interest whereby all limited partner distributions (other than
permitted tax distributions) will be made only to AOA Holding until the notes
are

                                       5
<PAGE>

paid in full. In recognition of the change in the partnership agreement, the
Company paid to the minority limited partners approximately $2.5 million.


(3)  Summary of Significant Accounting Policies

Basis of Presentation

  The accompanying unaudited consolidated financial statements have been
prepared by AOA Holding in accordance with the instructions for Form 10-Q and
therefore do not include all information and footnotes necessary for a fair
presentation of financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles. However, in the
opinion of management, all adjustments, which consist of normal recurring
accruals necessary for a fair presentation of the information for the periods
presented have been made. Certain information and footnote disclosures normally
included in consolidated financial statements prepared in accordance with
generally accepted accounting principles have been considered or omitted
pursuant to such rules and regulations. Although the Company believes that the
disclosures are adequate to make the information presented not misleading, it is
suggested that these consolidated financial statements be read in conjunction
with the predecessor companies, Adams Inc.'s and Adams Partnership's, Annual
Reports on Form 10-K. Certain reclassifications have been made to prior year
amounts to conform with the current year presentation.

  The transfer of ownership of Adams Inc. and Adams Partnership to AOA Holding
has been accounted for as a reorganization of entities under common control
similar to a pooling of interests. Therefore, the consolidated financial
statements of AOA Holding for the periods prior to its formation include the
accounts of Adams Inc. and Adams Partnership, the predecessor companies, and for
the periods subsequent to its formation, the Company and its majority owned
subsidiaries. All significant intercompany transactions and balances have been
eliminated.


(4)  Acquisitions

  On March 9, 2000, two indirect wholly owned subsidiaries of the Company
together acquired all of the outstanding stock of HSP Graphics ("HSP"), a
printing operation headquartered in Canada which was majority-owned by two
officers of the Company. The total amount of consideration was $21,000,000 and
was financed by issuing notes payable to the former owners, bearing interest at
20% and payable over a one-year period. The transaction was accounted for as a
purchase and, as such, the results of HSP's operations have been included in the
Company's financial statements from the date of acquisition. The excess of the
purchase price over the fair value of the net assets acquired, which was
approximately $20,000,000, was allocated to goodwill and is being amortized on a
straight-line basis over a period of 20 years.

  On June 28, 2000, the Company acquired all of the outstanding stock of Horizon
Outdoor ("Horizon"), an outdoor advertising company in Charlotte, North
Carolina. The total amount of consideration was $17,000,000, consisting of
$15,500,000 in cash and a $1,500,000 note payable to the former owners and
payable over an 18-month period. The transaction was accounted for as a purchase
and, as such, the results of Horizon's operations have been included in the
Company's financial statements from the date of acquisition. The excess of the
purchase price over the fair value of the net assets acquired, which was
approximately $15,900,000, was allocated to goodwill and is being amortized on a
straight-line basis over a period of 20 years.

                                       6
<PAGE>

  On January 1, 2001, the Company acquired certain assets of PNE Media ("PNE")
and Four Winds, Inc. ("Four Winds"), both outdoor advertising companies in South
Carolina. The total amount of consideration was $19,000,000 paid in cash. The
transaction was accounted for as a purchase, and, as such, the results of
PNE/Four Wind's operations have been included in the Company's financial
statements from the date of acquisition. The estimated excess of purchase price
over the fair value of the net assets acquired, which was approximately
$500,000, was preliminarily allocated to goodwill and is being amortized on a
straight-line basis over a period of 20 years. The purchase price allocation for
PNE/Four Winds is preliminary and is subject to change based upon final analysis
of information the Company has arranged to obtain.



                                       7
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

  Certain matters discussed in this Quarterly Report on Form 10-Q are "forward-
looking statements" intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements can generally be identified as such because the
context of the statement will include forward-looking terminology such as
"believes," "anticipates," "expects," "would," "estimate," "continue," or the
negative thereof or variations thereon or comparable terminology. Similarly,
statements that describe the Company's future plans, objectives or goals are
also forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially from those anticipated as of the date of this report. Certain of such
risks and uncertainties are described in close proximity to such forward-looking
statements. Other factors that could effect such results, performance or
achievement are set forth in "Risk Factors" in Amendment No. 3 to the Company's
Registration Statement on Form S-4 (Registration No. 333-03338) as updated by
the Company's Annual Report on Form 10-K for the year ended December 31, 2000
including those risks to the Company presented by financial leverage, government
regulation with respect to zoning, competition and general economic conditions.


Results of Operations

Quarter Ended March 31, 2001 Compared With Quarter Ended March 31, 2000
-----------------------------------------------------------------------

  Net revenues (gross revenues net of agency commissions) for the quarter ended
March 31, 2001 of $20.0 million increased by 26.1% from $15.9 million for the
comparable period in 2000. This increase resulted from higher advertising rates
and an increase in the number of displays sold, as well as revenues generated by
HSP, Horizon and PNE during the first quarter of 2001.

  Direct advertising expenses for the quarter ended March 31, 2001 of $10.4
million increased by 22.5% from $8.5 million for the comparable period in 2000.
The increase was attributable to direct costs associated with increased sales
from new displays and an increase in sales commissions due to higher average
rates, as well as direct advertising expenses generated by HSP, Horizon and PNE
during the first quarter of 2001.

  Corporate general and administrative expenses for the quarter ended March 31,
2001 of $10,000 decreased significantly from $705,000 for the comparable period
in 2000. This decrease was attributable to the first quarter 2001 release of
insurance reserves booked in 2000, for which the actual costs were significantly
less than anticipated. In addition, bonuses which were accrued for in 2000 have
not been and will not be paid.

  Depreciation and amortization for the quarter ended March 31, 2001 of $2.6
million increased by 58.1 % from $1.7 million for the comparable period in 2000.
Depreciation expense increased due to new builds in 2000, as well as the
acquisitions of HSP, Horizon and PNE. Amortization expense increased due to the
amortization of goodwill for HSP and Horizon.

  Deferred compensation expense for the quarter ended March 31, 2001 of $366,000
increased by 1.6% from $360,000 for the comparable period in 2000.

  Interest expense for the quarter ended March 31, 2001 of $6.6 million
increased by 40.0% from $4.7 million for the first quarter of 2000. For the
quarters ended March 31, 2001 and March 31, 2000, the

                                       8
<PAGE>

effective interest rates were 10.7% and 10.3% on average outstanding balances of
$221.3 million and $176.3 million, respectively.

  There was a net loss of $202,000 for the quarter ended March 31, 2001 compared
to a net loss of $7,000 for the first quarter of 2000 as a result of the items
discussed above.

  Operating Cash Flow is defined as operating income (loss) before (i)
depreciation and amortization expenses and (ii) deferred compensation expense.
As a partnership, the Company is not subject to federal corporate income tax.
Operating Cash Flow is not intended to represent net cash provided by operating
activities as defined by generally accepted accounting principles and should not
be considered as an alternative to net income or loss as an indicator of the
Company's operating performance or to net cash provided by operating, investing
and financing activities as a measure of liquidity or ability to meet cash
needs. The Company believes Operating Cash Flow is a measure commonly reported
and widely used by analysts, investors and other interested parties in the media
industry. Accordingly, this information is disclosed herein to permit a more
complete comparative analysis of the Company's performance relative to other
companies in the media industry. Operating Cash Flow for the quarter ended March
31, 2001 of $9.6 million increased by 43.8% from $6.7 million for the comparable
period in 2000.

Liquidity and Capital Resources

  In 1996 the Company's subsidiaries, Adams Outdoor Advertising Limited
Partnership, together with Adams Outdoor Advertising Inc. placed $105 million of
their 10 3/4% Senior Notes due 2006 issued under an indenture and entered into a
Credit Facility (the "Credit Facility). As part of the Refinancing,
substantially all of the Company's outstanding debt was refinanced. As a result
of the Refinancing, the average maturities of the Company's debt were extended
to 2006. In May 1999, AOA Holding, together with its wholly-owned subsidiary,
AOA Capital, placed $50 million of Senior Notes at 10 3/8% due 2006 issued under
an indenture.

  Historically, the Company's cash needs have arisen from operating expenses
(primarily direct advertising expenses and corporate general and administrative
expenses), debt service, capital expenditures and deferred compensation payments
under phantom stock agreements. As a result of the Refinancing, the Company's
interest expense has increased due to the higher weighted average interest rate.

  The Company's primary sources of cash are net cash generated from operating
activities and borrowings under the Credit Facility. The Company's net cash used
in operations decreased to $4.4 million for the three months ended March 31,
2001 from $5.7 million for the three months ended March 31, 2000.

  The Company expects that its capital expenditures during 2001 will be
approximately $29.0 million and will be primarily for new billboard construction
and the upgrading of existing displays. The Company made capital expenditures of
$1.2 million during the three months ended March 31, 2001 compared to $2.4
million during the three months ended March 31, 2000.

  At March 31, 2001 and December 31, 2000, the Company's accrued liability for
deferred compensation payable under phantom stock agreements with key employees
was $5.8 million and $5.4 million, respectively, in the aggregate. The Credit
Facility and the Indenture permit the payment of the deferred compensation when
due, subject to certain annual limitations. Such payments are scheduled to be
paid during the 1998 through 2002 period. During the three months ended March
31, 2001, payments of deferred compensation totaled $167,000.

                                       9
<PAGE>

  The Company has revolving credit facilities of up to $80 million, $35 million
secured and $45 million unsecured. At March 31, 2001, the outstanding borrowings
were $79.8 million. Substantially all of the assets of the Company are pledged
to secure indebtedness under the secured credit facility. The agreement
governing the secured credit facility contains a number of covenants that are
more restrictive than those contained in the Indenture, including covenants
requiring the Company to maintain certain financial ratios that become more
restrictive over time. Adverse operating results could cause noncompliance with
one or more of these covenants, reducing the Company's borrowing availability
and, in certain circumstances, entitling the lenders to accelerate the maturity
of outstanding borrowings.

  The Company believes that net cash provided from operations and available
credit under its credit facilities will be sufficient to meet its cash needs for
its current operations, required debt payments, anticipated capital expenditures
and deferred compensation payments for the next twelve months.

Acquisitions

  On March 9, 2000, two indirect wholly owned subsidiaries of the Company
together acquired all of the outstanding stock of HSP Graphics ("HSP"), a
printing operation headquartered in Canada which was majority-owned by two
officers of the Company. The total amount of consideration was $21,000,000 and
was financed by issuing notes payable to the former owners, bearing interest at
20% and payable over a one-year period. The transaction was accounted for as a
purchase and, as such, the results of HSP's operations have been included in the
Company's financial statements from the date of acquisition. The excess of the
purchase price over the fair value of the net assets acquired, which was
approximately $20,000,000, was allocated to goodwill and is being amortized on a
straight-line basis over a period of 20 years.

  On June 28, 2000, the Company acquired all of the outstanding stock of Horizon
Outdoor ("Horizon"), an outdoor advertising company in Charlotte, North
Carolina. The total amount of consideration was $17,000,000, consisting of
$15,500,000 in cash and a $1,500,000 note payable to the former owners and
payable over an 18-month period. The transaction was accounted for as a purchase
and, as such, the results of Horizon's operations have been included in the
Company's financial statements from the date of acquisition. The excess of the
purchase price over the fair value of the net assets acquired, which was
approximately $15,900,000, was allocated to goodwill and is being amortized on a
straight-line basis over a period of 20 years.

  On January 1, 2001, the Company acquired certain assets of PNE Media ("PNE")
and Four Winds, Inc. ("Four Winds"), both outdoor advertising companies in South
Carolina. The total amount of consideration was $19,000,000 paid in cash. The
transaction was accounted for as a purchase, and, as such, the results of
PNE/Four Wind's operations have been included in the Company's financial
statements from the date of acquisition. The estimated excess of purchase price
over the fair value of the net assets acquired, which was approximately
$500,000, was preliminarily allocated to goodwill and is being amortized on a
straight-line basis over a period of 20 years. The purchase price allocation for
PNE/Four Winds is preliminary and is subject to change based upon final analysis
of information the Company has arranged to obtain.


Impact of Inflation

  Though increases in operating costs could adversely affect the Company's
operations, management does not believe that inflation has had a material effect
on operating profit during the past several years.

                                       10
<PAGE>

Seasonality

  Although revenues during the first and fourth quarter are slightly lower than
the other quarters, management does not believe that seasonality has a
significant impact on the operations or cash flow of the Company.

  Information contained in this 10-Q including, without limitation, in the
foregoing Management's Discussion and Analysis of Financial Condition and
Results of Operations may contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, which can be
identified by the use of forward-looking terminology as "may," "will," "would,"
"expect," "anticipate," "estimate," or "continue" or the negative thereof or
other variations thereon or comparable terminology. Certain factors, including
financial leverage, government regulation with respect to zoning and
restrictions on outdoor advertising by the tobacco industry, competition and
general economic condition could cause actual results to differ materially from
those in such forward-looking statements.


New Accounting Standards

  In September 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." In July 1999, the FASB issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of Effective Date of FASB Statement No. 133 - An Amendment to FASB
Statement No. 133. This statement delayed the effective date of SFAS No. 133 for
one year and is effective for the Company beginning January 1, 2001. This
statement establishes accounting and reporting standards requiring that every
derivative instrument (including certain instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or a liability
measured at its fair value. The statement requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. The Company has not yet quantified the impact
of adopting SFAS No. 133 and has not determined the timing or method of its
adoption, however it is not expected that adoption will have a material impact
on earnings.

                                       11
<PAGE>

                          PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

  None.

ITEM 2. CHANGES IN SECURITIES

  During the period covered by this Report, the constituent instruments defining
the rights of the holders of registered securities were not materially modified,
nor were the rights evidenced by the registered securities limited or qualified
by the issuance or modification of any other class of securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

  During the period covered by this Report, there has been no material default
with respect to any indebtedness of the Registrants.

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

  None.

ITEM 5. OTHER INFORMATION

  None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  (a) No exhibits are included herein:

  (b) No reports on Form 8-K have been filed during the quarter for which the
      report is filed.

                                       12
<PAGE>

                                  SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: May 14, 2001               AOA HOLDING LLC




                                 By /s/ J. Kevin Gleason
                                    --------------------
                                    J. Kevin Gleason
                                    President and Chief Executive Officer


                                 By /s/ Abe Levine
                                    --------------
                                    Abe Levine
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




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