<PAGE>
U.S. 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: September 30, 1999
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from _______________ to _______________
Commission file number 0-26479
-------
WOLFPACK CORPORATION
---------------------------------------
(Exact name of small business issuer as
specified in its charter)
Delaware 56-2086188
--------------------------------- ------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
17 Glenwood Avenue, Raleigh, North Carolina 27603
--------------------------------------------------
(Address of principal executive offices)
(919) 831-1351
--------------------------
(Issuer's telephone number)
Not Applicable
-------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Check whether the issuer (1) 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 registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes____ No X
---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date: 5,077,400
-------------------------------
Transitional Small Business Disclosure Format (check one).
Yes ____; No X
---
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. Financial Statements
The condensed financial statements for the nine month period ended
September 30, 1999 included herein have been prepared by Wolfpack Corporation
(the "Company") without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (the Commission"). In the opinion of
management, the statements include all adjustments necessary to present fairly
the financial position of the Company as of September 30, 1999, and the results
of operations and cash flows for the nine month period ended September 30, 1998
and 1999.
The Company's results of operations during the nine months of the Company's
fiscal year are not necessarily indicative of the results to be expected for the
full fiscal year.
The financial statements included in this report should be read in
conjunction with the financial statements and notes thereto in the Company's
Form 10-SB.
2
<PAGE>
WOLFPACK CORPORATION
COMBINED AND CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
September 30, 1999
December 31, 1998 Unaudited
----------------- ---------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $132,070 $152,786
Inventory 60,367 121,502
Prepaid expenses 57,091 14,000
Officer loan receivable 94,500
--------
Current assets 249,528 382,787
Property and equipment-net 43,811 35,411
Other assets
Security deposits 5,500 5,500
-------- --------
Total other assets 5,500 5,500
-------- --------
Total assets $298,839 $423,698
======== ========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 15,600 $ 15,580
-------- --------
15,600 15,580
Stockholders' equity
Preferred stock - authorized 5,000,000 shares, $.001 per
share each. At December 31, 1998 and September 30,
1999, there - 0- and -0- shares outstanding.
Common Stock authorized 20,000,000 shares, $ 0.001
par value each. At December 31, 1998 and September30,
1999, there are 2,000,000 and 5,077,400 shares
outstanding respectively. 2,000 5,077
Additional paid in capital 281,165 550,355
Retained earnings 74 (147,314)
-------- --------
Total stockholders' equity 283,239 408,118
-------- --------
Total liabilities and stockholders' equity $298,839 $423,698
======== ========
</TABLE>
3
<PAGE>
WOLFPACK CORPORATION
COMBINED AND CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the nine months For the nine months
ended Sept. 30, 1998 ended Sept 30, 1999
Unaudited Unaudited
--------------------- --------------------
<S> <C> <C>
Revenue $ 452,551 $ 449,493
Costs of goods sold 266,905 269,696
--------- ---------
Gross profit 185,646 179,797
Operations:
General and administrative 292,575 316,156
Non cash payment of legal fees 5,000
Depreciation 5,000 8,400
--------- ---------
Total expenses 297,575 329,556
Income (loss) from operations
and before corporate income taxes (111,929) (149,759)
Other income
Interest income 2,151 2,371
--------- ---------
Total other income 2,151 2,371
Net income (loss) $(109,778) $(147,388)
========= =========
Net income (loss) per share -basic $ (0.05) $ (0.03)
========= =========
Number of shares outstanding-basic 2,000,000 5,077,400
========= =========
</TABLE>
4
<PAGE>
WOLFPACK CORPORATION
COMBINED AND CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the three months For the three months
ended Sept. 30, 1998 ended Sept 30, 1999
Unaudited Unaudited
-------------------- -------------------
<S> <C> <C>
Revenue $ 167,096 $ 133,374
Costs of goods sold 88,953 83,295
========== ==========
Gross profit 78,143 50,079
Operations:
General and administrative 183,281 101,914
Depreciation 2,000 4,200
---------- ----------
Total expenses 185,281 106,114
Income (loss) from operations and before corporate taxes (107,138) (56,035)
Other income
Interest income 1,039 983
---------- ----------
Total other income 1,039 983
Net income (loss) $ (106,099) $ (55,056)
========== ==========
Net income (loss) per share $(0.05) $(0.01)
========== ==========
Number of shares outstanding-basic 2,000,000 5,077,400
========== ==========
</TABLE>
5
<PAGE>
WOLFPACK CORPORATION
COMBINED AND CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the nine months For the nine months
ended Sept. 30, 1998 ended Sept 30, 1999
Unaudited Unaudited
-------------------- -------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING
Net income (loss) per share ACTIVITIES
Net income (loss) $ (9,778) (147,388)
Non cash payments - legal fees
Depreciation 5,000 8,400
Adjustments to reconcile net income (loss) to net cash
Inventory (10,677) (61,135)
Prepaid expenses 43,091
Officer loan receivable (94,500)
Accounts payable 43,792 (20)
-------- ---------
TOTAL CASH FLOWS FROM OPERATIONS 28,337 (251,552)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital contribution of undistributed
profits of Dina Porter (a sole proprietorship)
Capital withdrawal
Purchase of assets
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of stock 307,740
Offering expenses (35,473)
---------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES 272,267
NET INCREASE (DECREASE) IN CASH 28,337 20,716
CASH BALANCE BEGINNING OF PERIOD 99,520 132,070
-------- ---------
CASH BALANCE END OF PERIOD $127,857 $ 152,786
======== =========
</TABLE>
6
<PAGE>
WOLFPACK CORPORATION
COMBINED AND CONSOLIDATED STATEMENT OF STOCKHOLDER EQUITY
<TABLE>
<CAPTION>
Preferred Preferred Common Common Additional Retained
Date Stock Stock Stock Stock Pain in Capital Earnings Totals
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Issuance of
shares for
acquisitions -0- $ -0- 2,000,000 $ 2,000 $ 281,165 $ 283,165
Net income 74 74
------- --------- ---------- ------- --------- --------- -----------
Balance
December 31, 1998 -0- $ -0- 2,000,000 $ 2,000 $ 281,165 $ 74 $ 283,239
Balances 01-04-1999 -0- $ -0- 2,000,000 $ 2,000 $ 281,165 $ 74 $ 283,239
Unaudited
Sale of shares 3,077,400 3,077 304,663 307,740
Offering expenses (35,473) (35,473)
Net loss (147,388) (147,388)
------- --------- ---------- ------- --------- --------- -----------
09-30-1999 -0- $ -0- 5,077,400 $ 5,077 $ 550,355 $(147,314) $ 408,118
</TABLE>
7
<PAGE>
WOLFPACK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
The accompanying unaudited financial statements of Wolfpack Corporation
(the "Company"), reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results of the interim periods
presented. All such adjustments are of a normal recurring nature. The financial
statements should be read in conjunction with the notes to financial statements
contained in the Company's Annual Report on Form 10-SB for the year ended
December 31, 1998.
Note 2 - Commitments and Contingencies
Lease Agreements
On June 26, 1995, Susan H. Coker d/b/a/ Dina Porter entered into a
lease agreement for 4,251 square feet of retail space at The Cameron Village
Shopping Center at 446 Daniel Street, Raleigh, North Carolina with an unrelated
party for a period of 5 years beginning October 1, 1995 and ending September 30,
2000 for a rental of $4,530 per month. The lease requires a security deposit of
$4,530. The amount of rent to be paid over the life of the lease is as follows:
$54,355 per year October 1, 1995 through September 30, 1996
$56,194 per year October 1, 1996 through September 30, 1997
$58,033 per year October 1, 1997 through September 30, 1998
$59,872 per year October 1, 1998 through September 30, 1999
$61,711 per year October 1, 1999 through September 30, 2000
The Company will pay its pro rata share of ad valorem property taxes on the
premises. This will be paid monthly in advance based on estimates of costs for
the year. The monthly amounts due for this space is $173.58 for property taxes
and $63.76 for insurance. These amounts will be adjusted once a year to reflect
the actual pro rata costs for the year.
AAM occupies office space at 17 Glenwood Avenue, Raleigh, North Carolina
27603.
Note 3 - Inventory
Inventory has been recorded at the lower of cost or market under the first-
in first-out method. At September 30, 1999, inventory of goods available for
sale was $60,367 and $121,502 respectively.
8
<PAGE>
Note 4 - Property and Equipment
Property and Equipment for the Company consisted of the following at
September 30, 1999:
Accumulated
Asset Depreciation Balance
Vehicles $35,139 $ 7,520 $27,619
Furniture and fixtures 16,444 $ 8,001 $ 8,443
Leasehold Improvements 7,358 3,809 $ 3,549
------- ------- -------
Total $58,941 $23,530 $35,411
======= ======= =======
Note 5 - Income Taxes
Prior to January 4, 1999, the Company's subsidiary, Dina Porter reported
income and expenses as a sole proprietorship utilizing Form 1040 Schedule C and
reflecting any profit and loss as a component of reportable income of Susan
Coker on Form 1040. The Company's subsidiary AAM was inactive for the year
ending December 31, 1998.
The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of September 30, 1999, the Company had
no material current tax liability, deferred tax assets, or liabilities to impact
on the Company's financial position because the deferred tax asset related to
the Company's net operating loss carryforward and was fully offset by a
valuation allowance.
The Company's effective tax rate on tax benefits differs from the expected
federal tax rate as follows:
Income tax benefit at statutory rate $ 62,148
Increase in valuation allowance $(62,148)
--------
Actual income taxes $ -0-
The Components of the deferred tax assets and
liabilities are as follows:
Net operating loss available for carryforward $ 62,148
--------
Total deferred tax assets $ 62,148
Less valuation allowance $(62,148)
--------
Deferred tax assets, net of valuation allowance $ -0-
========
9
<PAGE>
At September 30, 1999, the Company has net operating loss carryforward
for Federal income tax purposes of $182,787. This carryforward is available to
offset future taxable income, if any, and expires in the year 2010. The
Company's utilization of this carryforward against future taxable income may
become subject to an annual limitation due to a cumulative change in ownership
of the Company of more than 50 percent.
The Company recognized no income tax benefit for the loss generated for the
nine months ended September 30, 1999. SFAS No. 109 requires that a valuation
allowance be provided if it is more likely than not that some portion or all of
a deferred tax asset will not be realized. The Company's ability to realize
benefit of its deferred tax asset will depend on the generation of future
taxable income. Because the Company's subsidiary AAM has yet to recognize any
revenue from operations and Dina Porter will be expending greater amounts of
cash to expand operations, increase cash expended for advertising, labor, and
other pre opening expenses to open new stores, the Company believes that a full
valuation allowance should be provided.
Note 6 - Earnings per share
Basic earnings per share are calculated on the basis of the weighted
average number of common shares outstanding for each period.
Shares used in calculating basic and diluted net income per share were as
follows:
Sept 30, 1998 Sept 30, 1999
------------- -------------
Shares used in calculating per share
amounts - Basic (Weighted average
common shares outstanding) 2,000,000 5,077,400
Note 7 - Issuance of Shares of Common Stock
As of September 30, 1999, the Company offered and sold 3,077,400 shares of
common stock for an aggregate cash consideration of $307,740. The Company paid
$40,473 as offering expense consisting of $35,473 in cash and issued 50,000
shares of common stock in consideration for an offset of $5,000 in legal
expense. The shares of common stock were sold at $0.10 per share.
10
<PAGE>
Note 8 - Segment Information
Segment information for the Company is as follows:
The consolidated balance sheet of the Company at September 30, 1999
consists of the balance sheets of AAM as at September 30, 1999 and Dina Porter,
Inc. as at September 30, 1999 with the following components:
Balance Sheet
September 30, 1999
<TABLE>
<CAPTION>
Wolfpack Wolfpack
Corporation AAM Dina Porter, Inc. Adjustments Corporation
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Current assets
Cash $ 79,221 $1,950 $ 71,614 $ 152,785
Inventory 121,502 121,502
Officer loan receivable 94,500 94,500
Prepaid expenses 14,000 14,000
-------- ---------
Total Current assets 173,721 1,950 207,116 382,787
Fixed assets 35,411 35,411
Other assets 5,500 5,500
Total assets $173,721 $1,950 $248,027 $ 423,698
======== ====== ======== =========
Liabilities and stockholders' equity
Current liabilities
Accounts payable $ 15,580 $ 15,580
-------- ---------
Total liabilities 15,580 15,580
Stockholders' equity
Preferred stock
Common stock 3,077 1,000 1,000 5,077
Additional paid in capital 269,190 860 280,359 550,355
Retained earnings (98,546) 90 (48,858) (182,787)
-------- ------ -------- ---------
Total stockholders' equity 173,721 1,950 232,411 408,118
-------- ------ -------- ---------
Total liabilities and
stockholders' equity $173,721 $1,950 $248,027 $ 423,698
======== ====== ======== =========
</TABLE>
Note 9 - Subsequent Events
Subsequent to the date of the financial statements, the officer loan
aggregating $94,500 from Peter Coker was repaid with interest.
11
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
The Company was formed on March 16, 1998, under the laws of the State of
Delaware to engage in any lawful act or activity for which corporations may be
organized under the general corporation law of the State of Delaware. The
Company's principal assets consist of the assets of the Company's subsidiary,
Dina Porter, Inc. and the revenues it receives through the sales of products
through its one retail store. AAM is currently inactive with no revenues or
operating expenses.
Development Stage Activities.
The following discussion relates to the results of our operations to date,
and our financial condition:
The Company
For the next 12 months, the Company plans to expand the operations of its
two subsidiaries Dina Porter, Inc. and AAM. The expansion of the business of
Dina Porter, Inc. includes (i) obtaining new customers for the sale of its
retail products through its retail store by continuing its marketing efforts
through direct mail, advertising and the internet and plans to build Dina
Porter's retail merchandising business by opening additional stores in the same
geographic area and in other locations in North Carolina. (ii) enhancing its
sources for inventory, and (iii) pursuing and assembling a management team to
continue the process of completing its marketing goals and to market limited
quantities of expanded lines of merchandise.
The Company's subsidiary, AAM, intends to act as a financial adviser and
investment advisory services to select companies who have portfolios ranging in
size from an ideal number of three to a practical limit of 10 and have clearly
defined investment objectives. At the moment, Mr. Coker is the sole employee of
AAM and is integral to the success of AAM. However, AAM intends to devote
considerable time and efforts to recruiting highly-skilled and experienced
individuals. Once recruited, AAM will compensate such individuals and provide
incentives to encourage them to remain with AAM. AAM is not registered with the
SEC as an investment adviser under the Investment Advisers Act of 1940, as
amended (the "Advisers Act") due to the exemption from such registration for
investment advisers who have fewer than 15 clients in a twelve month period. The
Company intends to expand AAM's investment advisory business and will register
as an investment adviser under the Advisers Act, when it is required to do so.
The Company anticipates that with the completion of its limited offerings
it will be in a position to complete its expansion activities and expand its
operations. The Company anticipates that its results of operations may fluctuate
for the foreseeable future for Dina Porter due to several factors, including
whether and when new products are successfully integrated and accepted by Dina
Porter's present clientele and targeted market for new stores, continued market
acceptance of current products, competitive pressures on pricing, and changes in
the mix of products sold. Operating results would also be adversely affected by
a downturn in the market
12
<PAGE>
for current products. Because the Company is continuing to increase its
operating expenses for personnel and other general and administrative expenses,
the Company's operating results would be adversely affected if its sales did not
correspondingly increase. The Company's limited operating history makes accurate
prediction of future operating results difficult or impossible.
Although Dina Porter has experienced growth in recent years, there can be
no assurance that, in the future, the Company will sustain revenue growth or
remain profitable on a quarterly or annual basis or that its growth will be
consistent with predictions made by securities analysts.
The Company anticipates that its results of operations may fluctuate for
the foreseeable future for AAM due to several factors, including whether and
when new services are successfully integrated and accepted by AAM's targeted
market of potential clients, market acceptance of initial and planned services,
competitive pressures on pricing, and changes in the mix of services offered.
Operating results would also be adversely affected by a downturn in the market
for current services and volatility in the financial markets and changes in the
regulated environment. Because the Company is continuing to increase its
operating expenses for personnel and other general and administrative expenses,
the Company's operating results would be adversely affected if its income did
not correspondingly increase. The Company's limited operating history makes
accurate prediction of future operating results difficult or impossible.
AAM is a development stage enterprise with no activity for the year ended
December 31, 1998 and for the nine months ended September 30, 1999. During this
period, management has devoted the majority of its efforts to developing its
marketing philosophy and market strategy, obtaining new clients for its
services, pursuing and assembling a management team to continue the process of
completing its marketing goals, obtain sufficient working capital through loans
and equity through limited offerings. These activities were funded by the
Company's management and investments from stockholders.
Dina Porter is an operating entity with business operation going back to
1995 and with increased revenue for the year ended December 31, 1998 and for the
nine months ended September 30, 1999. During this period, management has devoted
the majority of its efforts to developing its marketing philosophy and market
strategy, obtaining new customers for its products, enhancing its sources for
inventory, pursuing and assembling a management team to continue the process of
completing its marketing goals, market quantities of products, obtain sufficient
working capital through loans and equity through limited offerings. These
activities were funded by the Company's management and investments from
stockholders
Results of Operations for the nine months ended September 30, 1999 as compared
to the nine months ended September 30, 1998.
For the nine months ended September 30, 1999, AAM was inactive.
For the nine months ended September 30, 1999, the Company generated net
sales of $449,493 as compared to $452,551 for the nine months ended September
30, 1998 representing an decrease of $3,058 or 1%. The Company's cost of goods
sold for the nine months ended September
13
<PAGE>
30, 1999 was $269,696 or 60.0% as compared to $266,905 or 58.9% for the nine
months ended September 30, 1998. The Company's gross profit on sales was
$179,797 or 40.0% for the nine months ended September 30, 1999 as compared to
$185,646 or 41.0% for the nine months ended September 30, 1998. The decrease in
gross profit is the result of a change in the mix of products sold having a
higher cost of goods versus the aggregate costs of the products sold during the
same nine month period ending September 30, 1998.
The Company's general and administrative costs aggregated approximately
$316,156 for the nine months ended September 30, 1999 as compared to $192,575
for the nine months ended September 30, 1998 representing an increase of
$123,581. This increase represents increased spending for advertising, sales
help and costs of handling credit cards. Expenses include $94,125 in expenses
allocated to the parent company Wolfpack and $222,031 in expenses incurred by
Dina Porter. A breakdown of expenses for Dina Porter disclose $44,574 for rent
and real estate taxes; $24,363 in office expenses; bank charges of $9,427;
$15,476 in promotion expenses; $8,101 in shipping expenses; $74,424 in payroll
and payroll taxes; and $46,666 in advertising expenses.
Liquidity and Capital Resources.
The Company increased cash by $115,215 from a balance of $132,070 at
January 4, 1999 to $284,722 at September 30, 1999 through the process of
receiving net cash from the sale of $272,267 in shares of common stock. The
Company increased working capital by $133,279 from a balance of $233,928 at
January 4, 1999 to $367,207.
The Company expended an aggregate of $251,938 and 316,156 for operating
expenses for the year ended December 31, 1998 and for the nine months ended
September 30, 1999 and expended $35,139 for a new vehicle for Dina Porter and a
capital withdrawal of $7,500 while Dina Porter was operating as a sole
proprietorship for the year ended December 31, 1998. Dina Porter expended
$61,135 to increase inventory for the nine months ended September 30, 1999.
Known trends, events or uncertainties that could be reasonably likely to
have a material adverse effect on the businesses of Dina Porter, AAM and the
Company and may thereby materially impact the Company's short-term or long-term
liquidity and/or net sales, revenues or income from continuing operations are
seasonality of sales for Dina Porter and the continuation of inventory from
present and future vendors at prices that will permit Dina Porter to operate at
the current or improved gross profit levels; Federal Securities regulations that
may effect the ability the ability for AAM to complete its marketing strategy
and a favorable environment in which AAM will conduct its consulting activities.
Management believes that it will be able to fund the Company from the
proceeds of the recently closed limited offering and private offering and
through positive cash flows from Dina Porter until the Company has developed the
business of AAM and is experiencing positive cash flows.
Thereafter, if cash generated from operations is insufficient to satisfy
the Company's working capital and capital expenditure requirements, the Company
may be required to sell additional equity
14
<PAGE>
or debt securities or obtain additional credit facilities. There can be no
assurance that such financing, if required, will be available on satisfactory
terms, if at all.
Year 2000 Issues
The Company has completed its assessment of Year 2000 compliance with
respect to its products that are currently being sold to customers and has
concluded that all significant products are compliant. With respect to third
parties, the Company is in the process of identifying and contacting its
significant suppliers to determine the extent to which the Company may be
vulnerable to such third parties' failure to address their own year 2000 issues.
As a result, the Company's assessment will be substantially dependent on
information provided by third parties. The Company expects to materially
complete this assessment process by the third quarter of this fiscal year. Based
upon the Company's current estimates, additional out-of-pocket costs associated
with its Year 2000 compliance are expected to be immaterial. Such costs do not
include internal management time, which is not expected to be material to the
Company's results of operations or financial condition.
The Company believes that its most significant risk with respect to Year
2000 issues relates to the performance and readiness status of third parties. As
with all manufacturing and wholesale companies, a reasonable worst case Year
2000 scenario would be the result of failures of third parties (including
without limitation, governmental entities, utilities and entities with which the
Company has no direct involvement) that negatively impact the Company's
inventory supply chain or ability to provide products to customers or the
ability of customers to purchase products, or events affecting regional,
national or global economies generally. The impact of these failures cannot be
estimated at this time; however, the Company is considering contingency plans to
limit, to the extent possible, the financial impact of these failures on the
Company's results of operations. Any such plans would necessarily be limited to
matters over which the Company can reasonably control.
15
<PAGE>
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
From June 1999 to September 30, 1999, the Company sold 362,400 shares of
its common stock, $.001 par value, aggregating $36,240.00 to seventeen (17)
persons, three (3) of whom purchased shares of the Company's common stock in the
Company's Rule 504 Offering which closed on April 6, 1999. The shares of common
stock were offered and sold at a price of $.10 per share, pursuant to Rule 506
of Regulation D (the "Rule 506 Offering"), as promulgated under Section 4(2) of
the Securities Act of 1933, as amended (the "Securities Act"). All the persons
who purchased shares of the Company's common stock in the Rule 506 Offering are
aware that the shares are restricted under the Securities Act and that the
shares must be held indefinitely until the shares are registered under the
Securities Act or an exemption from registration is available. The Rule 506
Offering closed on September 30, 1999. The Company has not raised more than an
aggregate of $1,000,000 between the Rule 504 Offering and the Rule 506 Offering
and shares of the common stock have not been sold to more than thirty-five (35)
non-accredited investors.
Item 3. Defaults Upon Senior Securities
None
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) Exhibits
None
(b) Reports on Form 8-K
None.
16
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WOLFPACK CORPORATION
Date: November 12, 1999 By: /s/ Peter L. Coker, Sr.
-----------------------
Peter L. Coker, Sr.
President, Treasurer, Chief
Financial Officer and Director
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 152,786
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 121,502
<CURRENT-ASSETS> 382,787
<PP&E> 58,941
<DEPRECIATION> 35,411
<TOTAL-ASSETS> 423,698
<CURRENT-LIABILITIES> 15,580
<BONDS> 0
0
0
<COMMON> 5,077
<OTHER-SE> 403,041
<TOTAL-LIABILITY-AND-EQUITY> 408,118
<SALES> 449,493
<TOTAL-REVENUES> 449,493
<CGS> 269,696
<TOTAL-COSTS> 329,556
<OTHER-EXPENSES> (2,371)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (149,759)
<INCOME-TAX> 0
<INCOME-CONTINUING> (149,759)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (147,388)
<EPS-BASIC> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
