<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
(X) Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended March 31, 1999, or
( ) Transition Report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________________ to __________________.
Commission File Number: 000-22251
BOBBY ALLISON WIRELESS CORPORATION f/k/a 2CONNECT EXPRESS, INC.
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)
Florida 65-0674664
- ----------------------- ------------------------------------
(State of Incorporation (I.R.S. Employer Identification No.)
or Organization)
2055 Lake Avenue, S.E., Suite A, Largo, Florida 33771
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.01 Per Share
Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the Company was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [X]
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 480,000 shares of Common
Stock, par value $.01 per share, as of May 15, 1999.
<PAGE> 2
BOBBY ALLISON WIRELESS CORPORATION AND SUBSIDIARY
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated balance sheets -
March 31, 1999 and December 31,1998 3
Consolidated statements of operations -
three months ended March 31, 1999 and March 31, 1998 5
Consolidated statements of cash flows -
three months ended March 31, 1999 and March 31, 1998 6
Notes to consolidated financial statements 7
Item 2. Management's Discussion and Analysis or Plan of Operation. 8
PART II: OTHER INFORMATION
Item 1. Legal Proceedings. 13
Item 2. Changes in Securities. 13
Item 3. Defaults Upon Senior Securities. 13
Item 4. Submission of Matters to a Vote of Security Holders. 13
Item 5. Other Information. 13
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
<PAGE> 3
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
Bobby Allison Wireless Corporation and Subsidiary
Consolidated Balance Sheets
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
(Unaudited)
<S> <C> <C>
Assets
Current:
Cash $59,961 $125,155
Accounts receivable, less allowance for doubtful accounts of 481,107 684,344
$34,038 and $76,144
Prepaid expenses 18,886 29,091
Inventories 614,402 645,976
Deferred tax asset 24,000 24,000
Total current assets 1,198,356 1,508,566
Leasehold improvements and equipment, at cost: 1,289,907 950,068
Less accumulated depreciation 292,067 265,491
Net leasehold improvements and equipment 997,840 684,577
Other assets:
Goodwill and other intangible assets, net of accumulated 343,348 350,397
amortization of $135,991 and $135,442
Deferred tax asset 130,000 156,000
Deposits 67,872 25,038
Total other assets 541,220 531,435
$2,737,416 $2,724,578
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
Bobby Allison Wireless Corporation and Subsidiary
Consolidated Balance Sheets, Continued
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
(Unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable $ 455,298 $ 550,156
Accrued expense 161,578 266,624
Deferred income 488,396 315,528
Current maturities of long-term debt 176,949 168,877
Convertible debenture -- 125,000
Total current liabilities 1,282,221 1,426,185
Long-term liabilities:
Long-term debt, less current maturities 584,089 441,961
Total liabilities 1,866,310 1,868,146
Preferred stock:
Series A convertible preferred stock, $1.00 par, shares 375,000 375,000
authorized 20; outstanding 15
Series B convertible preferred stock, $1.00 par, shares 1,250,000 1,250,000
authorized 50; outstanding 50
Total preferred stock 1,625,000 1,625,000
Capital deficit:
Common stock, $.01 par; shares authorized 25 million; 4,800 4,800
outstanding 480,000
Additional paid-in capital 100,405 100,405
Deficit (859,099) (873,773)
Total capital deficit (753,894) (768,568)
$ 2,737,416 $ 2,724,578
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
Bobby Allison Wireless Corporation and Subsidiary
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31, 1999 1998
<S> <C> <C>
Revenues:
Product sales $ 1,236,835 $ 1,278,607
Activation commissions 730,119 224,437
Pager services 226,816 27,782
Total revenues 2,193,770 1,530,826
Cost of sales 804,835 878,068
Gross profit 1,388,935 652,758
Operating expenses:
Selling, general and administrative expenses 1,235,905 606,641
Depreciating and amortization 33,826 51,272
Total operating expenses 1,269,731 657,913
Operating income (loss) 119,204 (5,155)
Other income (expense):
Interest expense (33,168) (65,611)
Interest income 2,238 1,650
Other (18,936) (13,443)
Total other expense (49,866) (77,404)
Income (loss) before taxes on income 69,338 (82,559)
Income tax (expense) benefit (26,000) 30,000
Net income (loss) 43,338 (52,559)
Preferred stock dividends (28,664) --
Net income (loss) available to common stockholders $ 14,674 $ (52,559)
Earnings (loss) per common share (basic and diluted) $ 0.03
Weighted average shares outstanding 480,000
Pro forma earnings (loss) per common share: (basic and diluted) $ (0.11)
Pro forma weighted average shares outstanding: (basic and diluted) 480,000
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
Bobby Allison Wireless Corporation and Subsidiary
Consolidated Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 43,338 $ (52,559)
Adjustments to reconcile net income (loss) to net cash provided by
(used for) operating activities: --
Depreciation and amortization 33,826 51,272
Loss on disposal of equipment -- 67,548
Cash provided by (used for):
Accounts receivable 203,237 (54,089)
Prepaid expenses 10,205 (515)
Inventories 31,574 85,626
Deferred Tax Asset 26,000 (30,000)
Accounts payable (94,858) (196,379)
Deferred Revenue 172,868 9,639
Accrued expenses (133,710) 11,755
Net cash provided by (used for) operating activities 292,480 (107,702)
Cash flows from investing activities:
Purchase of leasehold improvements and equipment (340,040) --
(Increase) decrease in deposits (42,834) 1,299
Net cash provided by (used for) investing activities (382,874) 1,299
Cash flows from financing activities:
Proceeds from issuance of long-term debt -- 147,906
Proceeds from line of credit 150,200 --
Repayment of convertible debenture (125,000) --
Cancellation of Treasury Stock -- 6,500
Net cash provided by financing activities 25,200 154,406
Net increase (decrease) in cash: (65,194) 48,003
Cash, beginning of quarter 125,155 (12,010)
Cash, end of quarter $ 59,961 $ 35,993
Supplemental Cash Information:
Cash paid for interest $ 33,168 $ 65,611
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
BOBBY ALLISON WIRELESS CORPORATION AND SUBSIDIARY
(Notes to Consolidated Financial Statements)
Summary of Summary of Significant Accounting Policies.
Basis of Presentation
The unaudited consolidated financial statements have been prepared in
conformity with instructions to Form 10-QSB and therefore, do not include all
the information and footnotes required by generally accepted accounting
principals for complete financial statements. Certain items included in these
statements are based upon management estimates. In the opinion of management,
the accompanying financial statements contain all adjustments (consisting of
normal recurring adjustments) necessary for fair presentation. The results of
operations for the three months ended March 31, 1999 are not necessarily
indicative of the operating results expected for the fiscal year ending December
31,1999. These financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-KSB for the year ended December 31,1998. See Note 1 to
those financial statements for a discussion of the recapitalization and merger
with Bobby Allison Cellular Systems of Florida, Inc.
Principles of Consolidation
The consolidated financial statements include the accounts of Bobby
Allison Wireless Corporation and its wholly-owned subsidiary (the "Company").
All significant intercompany accounts and transactions have been eliminated in
consolidation.
Net Income (Loss) Per Common Share
Basic EPS is calculated by dividing the income (loss) available to
common shareholders by the weighted average number of common shares outstanding
for the period without consideration for potential common shares. Potential
common shares were not included for the three months ended March 31, 1999 and
1998 since their effects are antidultive under the Treasury stock method for
options and warrants and if-converted method for convertible preferred stock.
For 1998, the Company has presented earnings per share on a pro forma basis as
if the merger, which occurred December 31, 1998, had occurred on January 1,
1998.
Store Property and Development Costs
Costs incurred prior to the opening of a store and certain costs
related to the implementation of corporate sales programs are capitalized and
amortized over a period of twelve months starting with the month of commencement
of such programs and new stores. All such previously accrued "pre-opening" costs
have been written off to restructuring expenses as part of the Company's
reorganization.
Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS 122,
"Accounting for Derivative Instruments and Hedging Activities" (SFAS 133). SFAS
133 requires companies to recognize all derivatives contracts as either assets
or liabilities in the balance sheet and to measure them at fair value. If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognized in income in the period of change.
SFAS 133 is effective for all fiscal quarters of fiscal years beginning after
June 15, 1999.
7
<PAGE> 8
Historically, the Company has not entered into derivatives contracts
either to hedge existing risks or for speculative purposes. Accordingly, the
Company does not expect adoption of the new standard on January 1, 2000 to
affect its financial statements.
Item 2. Management's Discussion and Analysis or Plan of Operations.
General
The Company, headquartered in Largo, Florida, is an enclosed regional
mall-based specialty retailer of wireless communications products and services
for the individual and small business customer which, as of June 15, 1999, had
30 sales locations including twenty-four (24) in-line stores, five (5) kiosks
and one (1) direct sales location all of which are located in Central and South
Florida. The Company's products, which range in price up to approximately $699
cover a broad assortment of over two hundred fifty (250) stock-keeping units and
a wide range of service plans offered by six (6) service providers, AT&T
Wireless Services and paging carriers.
The Company plans to expand its operations beyond the State of Florida
and is currently negotiating with malls to expand its operations into the State
of Georgia, particularly Atlanta, Augusta, Macon and Savannah. The Company
expects to open its first store outside of the State of Florida in Atlanta,
Georgia in July of 1999. The Company has no immediate plans to expand in other
states at this time but is currently investigating opportunities in North
Carolina and South Carolina. The Company's expansion plans are dependent upon,
among other things, obtaining additional capital whether in the form of debt or
equity. The Company has not currently obtained the necessary financing or
identified any such financing. Consequently, there is not assurance that the
Company will be able to obtain the necessary financing, or if available, that
such financing will be on terms acceptable to the Company. As a result, the
Company may be unable to complete its expansion plans or such plans may be
substantially delayed.
During 1998, the Company planned and implemented a re-structuring which
included:
- - the January 12, 1998 filing of a voluntary petition for protection
under Chapter 11 of the U.S. Bankruptcy Code to restructure the
business
- - significantly reducing corporate overhead
- - pursuant to the Chapter 11 proceedings, rejecting the leases and
closing all of its stores except for its one profitable location Coral
Square mall
- - settling all claims of creditors and emerging from bankruptcy on
October 27, 1998
- - entering into a merger agreement on May 14, 1998 and consummating a
merger with Bobby Allison Cellular Systems of Florida, Inc. on December
31, 1998
Sources of Revenue
The Company's revenues are generated principally from three sources:
(i) Retail Sales. The Company sells cellular and wireless products,
such as phones, pagers and related accessories in the Company's retail outlets.
(ii) Activation Commissions. The Company receives an activation
commission from the applicable cellular carrier when a customer initially
subscribes for the cellular carrier's service. The amount of the activation
commission paid by cellular carriers is based upon the service plan offered by
the carrier and is recognized by the Company at the time of sale. New
subscription activation commissions are fully refundable if the subscriber
cancels its subscription prior to completion of a minimum period of continuous
active service (generally 90 days). Customers generally sign a service agreement
with the Company that the customer reimburse the Company for lost activation
commissions in the event of the early cancellation of service. The Company
accrues for estimated deactivation losses, net of cancellation fees, by creating
a reserve against carrier accounts receivable. The reserve is reflective of the
historical cancellation experience.
8
<PAGE> 9
Due to the fact that the Company only has sales locations in the state
of Florida and entered into an exclusive carrier agreement with AT&T Wireless
Services in the State of Florida, the Company does not currently offer any PCS
or alternate cellular services. As stated above, the Company plans to expand
into the State of Georgia and expects to open its first store in Atlanta,
Georgia in July of 1999. At such time, the Company expects to begin offering
wireless services from a number of cellular and PCS carriers in Atlanta and,
when applicable, other cities in the state of Georgia on a non-exclusive basis.
AT&T Wireless Services' activation commissions accounted for approximately 34.6%
of net revenues and 13.7% of the Company's net accounts receivables for the
three months ended March 31, 1999.
(iii) Residual Payments. The Company receives monthly payments directly
from customers for the pager airtime that the Company buys wholesale from paging
carriers and then resells to individuals and small businesses.
A change in sales and commissions policies at AT&T Wireless Services
effective in October of 1998 has had a negative effect on the Company's gross
revenues and will continue to have a negative effect on the Company's gross
revenues in 1999 and beyond but has not and is not expected to have any material
effect on the Company's gross profit or net income. Prior to October of 1998,
the Company would pay AT&T Wireless Services a high price for a telephone and
sell the same telephone to the consumer for a substantial loss. A substantial
activation commission paid to the Company by AT&T Wireless Services would
convert this loss into a profit. Effective October 1998, AT&T Wireless Services
has changed its policy. It has substantially reduced the activation commission
previously payable to the Company, but at the same time, has substantially
reduced the price of the wireless telephones it sells to the Company by an
amount approximately equal to the reduction of the activation commission. As a
result, the Company makes a profit rather than incurring a loss on the sale of
the wireless telephones but at the same time receives a lower activation
commission. In summary, AT&T Wireless Services has simply shifted its subsidy
for the cost of the wireless telephones from the activation commission to the
actual sales price of the wireless telephone. As a result, this payment shift
materially decreases both gross revenues and cost of goods sold but has no
material affect on the Company's gross profit or its net income.
The reduction in revenues negatively affects the Company's same store
sales growth which grew approximately 36.2% from the quarter ended March 31,
1998 to the quarter ended March 31, 1999 but would have grown over 40% if not
for this payment shift. Due to the fact that such payment shift did not occur
until the end of 1998, the payment shift will have a more drastic negative
effect on same store sales comparisons for the quarter ended March 31, 2000
versus the quarter ended March 31, 1999 since it will have been in place for a
full twelve months at such time. Same store sales grew 10.5% from the three
months ended March 31, 1998 to the three months ended March 31, 1999. Same 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.
In contrast, because gross profit is not materially effected by the
revenues decrease, then gross profit represents a greater percentage of revenues
and consequently, the Company's gross profit margin increased from approximately
42.6% in the three months ended March 31, 1998 to approximately 63.3% in the
three months ended March 31, 1999 (which only reflected this change for a short
period of time in 1998). The gross profit margin is expected to be approximately
64% (absent unexpected changes in market conditions and Company operations)
throughout 1999.
To date, the cost of wireless products has gradually decreased over
time. With such lower cost, the Company typically has offered lower prices to
attract more subscribers, which has increased its total activation commissions
and contributed to gross profit improvements. Consequently, the Company believes
that, as prices of wireless products decrease, they become more affordable to
consumers thereby expanding the wireless communications market and creating an
opportunity to attract new subscribers and increase activation commissions.
9
<PAGE> 10
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 Three For the Three
Months Ended Months Ended
March 31, 1999 March 31, 1998
<S> <C> <C>
Net Sales .................................. 100.0% 100.0%
Cost of Sales .............................. 36.7% 57.4%
Gross Profit ............................... 63.3% 42.6%
Selling, General and Administrative Expenses 56.3% 39.6%
(Excluding Depreciation)
Depreciation and Amortization .............. 1.5% 3.3%
Operating Income ........................... 5.5% (0.3%)
Other Income (expense) ..................... (2.3%) (5.1%)
Provision (Benefit) For Income Taxes ....... (1.2%) 2.0%
Net Income (loss) .......................... 2.0% (3.4%)
</TABLE>
Comparison of the Three Months ended March 31, 1999 to the Three Months ended
March 31, 1998
Net Sales. Net sales were $2,193,770 for the three months ended March
31, 1999 as compared to $1,530,826 for the three months ended March 31, 1998 an
increase of $662,944 or approximately 43.3%. This increase reflects the increase
in store count from ten (10) to twenty-two (22) stores. Same store sales for the
three months ended March 31, 1999 increased by $108,174 or approximately 10.5%
as compared to the three months ended March 31, 1998. The Company operated
twenty-four (24) stores at March 31, 1999, ten (10) of which had then been owned
and operated for at least 12 months. As stated above, same stores sales include
only stores owned and operated by the Company for at least 12 full months and
are effected by the AT&T Wireless Services payment shift. See "-Sources of
Revenue."
Gross Profit. Gross profit was $1,388,935 for the three months ended
March 31, 1999 as compared to $652,758 for the three months ended March 31, 1998
or an increase of $736,177 or approximately 112.7%, largely reflecting the
increase in stores operated during the three months ended December 31, 1999.
Gross profit as a percentage of sales increased from approximately 42.6% in the
three months ended March 31, 1998 to approximately 63.3% in the three months
ended March 31, 1999. This increase was due primarily to the decrease in revenue
and costs of goods sold resulting from the shift by AT&T Wireless Services of
payments for activation commissions to a reduction in the price that is sells
wireless telephones to the Company. See "-Sources of Revenue."
Operating Expenses. Selling, general and administrative expense was
$1,235,905 for the three months end March 31, 1999 as compared to $606,641 for
the three months ended March 31, 1998 or an increase of $629,264 or
approximately 103.7%, largely as a result of the Company's store expansion in
1998. Corporate headquarter's expenses, included therein, increased due
primarily to increased costs necessitated by the Company's growth and
anticipated future growth including, but not limited to, support and training,
advertising and marketing and merchandising and allocation/distribution.
Net Interest Expense. Net interest expense was $33,168 for the three
months ended March 31, 1999 as compared to $65,611 for the three months ended
March 31, 1998 or a decrease of $32,443 or approximately 50% due to decreased
borrowings associated with the conversion of certain debentures into lower
yielding preferred stock.
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<PAGE> 11
Net Income/Loss. The Company had net income of $43,338 for the three
months ended March 31, 1999 as compared to a net loss of $52,559 for the three
months ended March 31, 1998.
The Company issued preferred stock in 1998 and recorded preferred
dividends of $28,664 during the three months ended March 31, 1999.
Extraordinary Items for 1999 and 2000
In December 1998, a major vendor forgave debt owed to such vendor by
the Company in the amount of $262,062. As a result, the Company recorded this
debt forgiveness as deferred income because the Company must repay all $262,062
if the Company terminates its relationship with such vendor before December of
1999 and one-half or $131,031 if the Company terminates its relationship with
such vendor before December of 2000. Consequently, the Company will recognize
$131,031 as income in December of 1999 and $131,031 as income in December of
2000.
Liquidity and Capital Resources
The Company had a working capital deficit of $83,865 at March 31, 1999
compared to a working capital deficit of $902,235 at March 31, 1998. The
increase in net working capital was due primarily to the issuance of securities,
the proceeds of which were used to increase inventory levels, reduce current
liabilities and build cash reserves. Deferred income increased $172,868 between
December 31, 1998 and March 31, 1999 which related primarily to the receipt of
certain supplier marketing development funds received in January 1999. These
funds will be recognized as income 50% on November 30,1999 and 50% on November
30, 2000 provided the terms of the related supplier agreement remain in effect
on those dates. Also, on February 24, 1999, the Company consummated a line of
credit with SouthTrust Bank by which the Company may borrow up to $500,000 for
working capital. As of May 14, 1999, the Company has drawn down $350,000 of the
line of credit.
The Company's net cash provided by operating activities for the three
months ended March 31, 1999 was $292,480 as compared to net cash used for by
operating activities of $107,702 for the three months ended March 31, 1998. The
increase was primarily due to increases in accounts receivables and inventories
associated with new stores and an increase in deferred revenue. The net cash
used in investing activities for the three months ended March 31, 1999 increased
to $382, 874 related primarily to the purchase of leasehold improvements and
equipment required to support new store growth. The net cash provided by
financing activities for the three months ended March 31, 1999 was $25,200 as
compared to $154,406 for the three months ended March 31, 1998. The decrease
related primarily to the repayment of convertible debt.
The Company expects to satisfy its anticipated demands and commitments
for cash in the next 12 months from internally generated cash, borrowings
through its line of credit and the issuance of additional securities. However,
there is no assurance that the Company will be able to find a purchaser for its
securities or, if a purchaser is found, that an adequate price for the Company's
securities can be obtained or that the Company's shareholders will not be
diluted by any such issuance.
Year 2000 Readiness Disclosure
The Company has conducted a review of its computer systems to identify
the systems that could be affected by the "Year 2000" issue and has developed an
implementation plan to resolve the issue. The Year 2000 issue is the result of
the computer programs being written using two digits rather than four to define
the applicable year. Any of the Company's computer programs that have
time/date-sensitive software and hardware may recognize a date using "00" has
the year 1900 rather than the year 2000. This could result in major system
failure or miscalculation. The Company has updated its computer systems,
particularly its point-of-sale systems for a total cost of approximately $40,000
and, based upon assurances from its software vendors, believes that it is
presently Year 2000 compliant. Consequently, the Company believes that the Year
2000 issue will not pose significant operations problems for the Company's
computer
11
<PAGE> 12
systems and the Company does not expect to incur any significant additional cost
regarding the Year 2000 issue. The Company has not and does not plan to develop
a contingency plan for the failure of the equipment or systems. The Company will
resort to manual operations in the event of a failure.
The Year 2000 issue not only creates risk for the Company of unforeseen
problems in its own computer systems but also from third parties on which the
Company relies. In addition, the Company is querying its suppliers as to their
progress in identifying and addressing problems that their computer systems will
face in correctly processing date information as the year 2000 approaches and is
reached. The Company has received such assurances from its vendors, particularly
from AT&T Wireless Services, its sole cellular carrier. However, there are no
assurances that the Company will identify all date-handling problems in its
business systems or that the Company or its vendors will be able to successfully
remedy Year 2000 compliance issues that are discovered. To the extent that the
Company is unable to resolve its Year 2000 issues prior to January 1, 2000,
operating results could be adversely affected. In addition, the Company could be
adversely affected if other entities (e.g., vendors) not affiliated with the
Company do not appropriately address their own year 2000 compliance issues in
advance of their occurrence.
12
<PAGE> 13
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable
Item 2. Changes in Securities.
Not applicable
Item 3. Defaults upon Senior Securities.
Not applicable
Item 4. Submission of Matters to Vote of Security Holders.
Not applicable
Item 5. Other Information.
Not applicable
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.28 (a)* Promissory Note between Bobby Allison Wireless
Corporation and SouthTrust Bank, National
Association, in the amount of $350,000 dated
February 24, 1999
10.28 (b)* Business Loan Agreement between Bobby Allison
Wireless Corporation and SouthTrust Bank,
National Association, dated February 24, 1999
10.28 (c)* Commercial Security Agreement between Bobby
Allison Wireless Corporation and SouthTrust
Bank, National Association, dated February 24,
1999
10.29 (a)* Promissory Note between Bobby Allison Wireless
Corporation and SouthTrust Bank, National
Association, in the amount of $500,000 dated
February 24, 1999
10.29 (b)* Business Loan Agreement between Bobby Allison
Wireless Corporation and SouthTrust Bank,
National Association, dated February 24,
1999
10.29 (c)* Commercial Security Agreement between Bobby
Allison Wireless Corporation and SouthTrust
Bank, National Association, dated February 24,
1999
----------
* To be filed by amendment.
(b) Exhibit 27 Financial Data Schedule
(c) Reports on Form 8-K. Reports on Form 8-K have been filed
during the quarter ended March 31, 1999 as follows:
- Form 8-K filed January 8, 1999 for the events
occurring on December 31,1998.
- Form 8-K filed January 14, 1999 for the events
occurring January 7, 1999.
- Form 8-K filed March 5, 1999 for the events occurring
March 1, 1999.
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<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized
Date: June 23, 1999 BOBBY ALLISON WIRELESS CORPORATION
/s/ Robert L. McGinnis
--------------------------------------------------------
Name: Robert L. McGinnis
Title: Chairman of the Board and Chief Executive Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 59,961
<SECURITIES> 0
<RECEIVABLES> 515,145
<ALLOWANCES> 34,038
<INVENTORY> 614,402
<CURRENT-ASSETS> 1,198,356
<PP&E> 1,289,907
<DEPRECIATION> 292,067
<TOTAL-ASSETS> 2,737,416
<CURRENT-LIABILITIES> 1,282,221
<BONDS> 0
1,625,000
0
<COMMON> 4,800
<OTHER-SE> (753,894)
<TOTAL-LIABILITY-AND-EQUITY> 2,737,416
<SALES> 1,236,835
<TOTAL-REVENUES> 2,193,770
<CGS> 804,835
<TOTAL-COSTS> 804,835
<OTHER-EXPENSES> 1,269,731
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 33,168
<INCOME-PRETAX> 69,338
<INCOME-TAX> 26,000
<INCOME-CONTINUING> 43,338
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 43,338
<EPS-BASIC> .03
<EPS-DILUTED> .03
</TABLE>
