<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2000
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ________________
Commission file number 0-26479
Wolfpack Corporation
(Exact name of registrant as specified in its charter)
Delaware 56-2086188
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17 Glenwood Avenue
Raleigh, North Carolina 27603
- ----------------------- -----
(Address of principal executive offices) (Zip Code)
(919) 831-1351 (Registrant's telephone number, including area code)
--------------
Check 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, and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [_]
As of May 22, 2000, there were 7,933,400 shares of the registrant's common
stock, par value $0.001 issued and outstanding.
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WOLFPACK CORPORATION
MARCH 31, 2000 QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page Number
<S> <C>
Special Note Regarding Forward Looking Information.............. 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements............................................ 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................ 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk...... 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings............................................... 17
Item 2. Changes in Securities and Use of Proceeds....................... 17
Item 3. Defaults Upon Senior Securities................................. 17
Item 4. Submission of Matters to a Vote of Security Holders............. 17
Item 5. Other Information............................................... 17
Item 6. Exhibits and Reports on Form 8-K................................ 17
</TABLE>
2
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
To the extent that the information presented in this Quarterly Report on
Form 10-QSB for the quarter ended March 31, 2000 discusses financial
projections, information or expectations about our products or markets, or
otherwise makes statements about future events, such statements are forward-
looking. We are making these forward-looking statements in reliance on the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Although we believe that the expectations reflected in these forward-looking
statements are based on reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements. These risks and uncertainties are described, among
other places in this Quarterly Report, in "Management's Discussion and Analysis
of Financial Condition and Results of Operations".
In addition, we disclaim any obligations to update any forward-looking
statements to reflect events or circumstances after the date of this Quarterly
Report. When considering such forward-looking statements, you should keep in
mind the risks referenced above and the other cautionary statements in this
Quarterly Report.
3
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<S> <C>
Report of Reviewing Independent Accountant..................... 5
Combined and Consolidated Balance Sheet as of March 31, 2000
and December 31, 1999....................................... 6
Combined and Consolidated Statement of Operations
for the three months ended March 31, 2000 and 1999.......... 7
Combined and Consolidated Statement of Cash Flows
for the three months ended March 31, 2000 and 1999.......... 8
Combined and Consolidated Statement of Stockholders' Equity
for the three months ended March 31, 2000................... 9
Notes to Consolidated Financial Statements..................... 10
</TABLE>
4
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Directors of Wolfpack Corporation:
I have reviewed the accompanying consolidated balance sheet of Wolfpack
Corporation as of March 31, 2000, and the related consolidated statements of
operations and of cash flows for the three month periods ended March 31, 2000
and 1999. These financial statements are the responsibility of the Company's
management.
I have conducted my review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be
made to the accompanying consolidated interim financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
I previously audited in accordance with generally accepted auditing standards,
the consolidated balance sheet as of December 31, 1999, and the related
consolidated statements of operations, of changes in shareholders' equity and of
cash flows for the year then ended (not presented herein), and in my report
dated March 31, 2000, I expressed an unqualified opinion on those consolidated
financial statements.
In my opinion, the accompanying consolidated balance sheet information as of
December 31, 1999, is fairly stated, in all material respects in relation to the
consolidated balance sheet from which it has been derived.
Thomas Monahan
Certified Public Accountant
Paterson, New Jersey
April 25, 2000
5
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WOLFPACK CORPORATION
COMBINED AND CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
March 31,
December 31, 2000
1999 Unaudited
---- ---------
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 142,996 $ 182,446
Inventory 119,714 127,458
Officer loan receivable 50,375 65,000
--------- ---------
Current assets 313,085 374,904
Property and equipment-net 32,023 53,804
Other assets
Investment in acquisition 400,000
Security deposits 5,500 5,500
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Total other assets 5,500 405,500
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Total assets $ 350,608 $ 834,208
========= =========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 3,580 $ 4,570
Officer loan payable 50,000
---------
3,580 54,470
Stockholders' equity
Preferred stock - authorized 5,000,000 shares, $.001 per
share each. At December 31, 1998 and March 31, 2000 there
were -0- shares outstanding respectively
Common Stock authorized 20,000,000 shares, $0.001 par value
each. At December 31, 1999 and March 31, 2000, there are
5,311,400 and 5,311,400 shares outstanding respectively. 5,311 5,311
Additional paid in capital 584,471 584,471
Common stock subscribed 455,500
Retained earnings (242,754) (265,544)
--------- ---------
Total stockholders' equity 347,028 779,738
--------- ---------
Total liabilities and stockholders' equity $ 350,608 $ 834,298
========= =========
</TABLE>
See accompanying notes to financial statements
6
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WOLFPACK CORPORATION
COMBINED AND CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the three For the three
months ended months ended
March 31, March 31,
1999 2000
Unaudited Unaudited
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<S> <C> <C>
Revenue $ 139,185 $ 153,700
Costs of goods sold 82,021 89,607
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Gross profit 57,164 64,093
Operations:
General and administrative 58,289 85,132
Depreciation 2,100 2,947
---------- ----------
Total expenses 60,389 88,079
Income (loss) from operations and before corporate income taxes (3,225) (23,986)
Other income
Interest income 909 1,196
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Total other income 909 1,196
Net income (loss) $ (2,316) $ (22,790)
========== ==========
Net income (loss) per share -basic $ 0.00 $ 0.00
========== ==========
Number of shares outstanding-basic 2,000,000 5,311,400
========== ==========
</TABLE>
See accompanying notes to financial statements
7
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WOLFPACK CORPORATION
COMBINED AND CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited
<TABLE>
<CAPTION>
For the three For the three
months ended months ended
March 31, March 31,
1999 2000
---- ----
Unaudited Unaudited
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<S> <C> <C>
CASH FLOWS FROM OPERATING Net income (loss) per share ACTIVITIES
Net income (loss) $ (2,316) (22,790)
Depreciation 2,100 2,947
Adjustments to reconcile net income (loss) to net cash
Inventory (68,765) (7,794)
Officer loan receivable (14,625)
Accounts payable 2,730 990
-------- ---------
TOTAL CASH FLOWS FROM OPERATIONS (66,251) (41,272)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital contribution of undistributed profits of Dina Porter (a sole
proprietorship)
Equity investment (400,000)
Purchase of assets (24,779)
---------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES (424,779)
CASH FLOWS FROM FINANCING ACTIVITIES
Officer loan payable 7,000 50,000
Common stock subscribed 455,500
-------- ---------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES 7,000 505,500
NET INCREASE (DECREASE) IN CASH (59,251) 39,449
CASH BALANCE BEGINNING OF PERIOD 132,070 142,997
-------- ---------
CASH BALANCE END OF PERIOD $ 72,819 $ 182,446
======== =========
</TABLE>
See accompanying notes to financial statements
8
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WOLFPACK CORPORATION
COMBINED AND CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Preferred Preferred Common Common Additional Retained
Date Stock Stock Stock Stock paid in capital Earnings Total
- --------------------------------------------------------------------------------------------------------------------------------
<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
Sale of shares 3,311,400 3,311 338,779 342,090
Offering expenses (35,473) (35,473)
Net loss (242,828) (242,828)
---- ------ --------- ------ -------- --------- ---------
12-31-1999 -0- $ -0- 5,311,400 $5,311 $584,471 $(242,754) $ 347,028
Net loss (22,790) (22,790)
--------- ---------
03-31-2000 -0- $ -0- 5,311,400 $5,311 $584,471 $(265,544) $ 347,028
</TABLE>
See accompanying notes to financial statements
9
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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 10K for the year ended December 31, 1999.
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 December 31, 1999 and March 31, 2000, inventory of goods
available for sale was $119,714 and $127,458 respectively.
Note 4 - Property and Equipment
Property and Equipment for the Company consisted of the following at
December 31, 1999:
<TABLE>
<CAPTION>
Accumulated
Asset Deprecation Balance
-------- ------------ -------
<S> <C> <C> <C>
Vehicles $35,139 $12,048 $23,091
</TABLE>
10
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<TABLE>
<S> <C> <C> <C>
Furniture and fixtures 16,444 10,115 6,329
Leasehold Improvements 7,358 4,755 2,603
------- ------- -------
Total $58,941 $26,918 $32,023
</TABLE>
Property and Equipment for the Company consisted of the following at March
31, 2000:
<TABLE>
<CAPTION>
Accumulated
Asset depreciation Balance
------- ------------ -------
<S> <C> <C> <C>
Vehicles $35,139 $13,805 $21,334
Furniture and fixtures 41,172 $10,937 $30,235
Leasehold Improvements 7,358 5,123 $ 2,235
------- ------- -------
Total $83,669 $29,865 $53,804
======= ======= =======
</TABLE>
Note 5 - Income Taxes
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 March 31, 2000, 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 carry forward and was fully offset by a valuation
allowance.
At March 31, 2000, the Company has net operating loss carry forwards for
income tax purposes of $265,544. These carry forward losses are available to
offset future taxable income, if any, and expire in the year 2010. The Company's
utilization of this carry forward 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 components of the net deferred tax asset as of March 31, 2000 are as
follows:
Deferred tax asset:
Net operating loss carry forward $ 90,285
Valuation allowance $(90,285)
--------
Net deferred tax asset $ -0-
The Company recognized no income tax benefit from the loss generated for
the period from the date of inception to December 31, 1998. 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 has yet to
recognize significant revenue from the sale of its products, the Company
believes that a full valuation allowance should be provided.
11
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The Company recognized no income tax benefit for the loss generated for the
nine months ended March 31, 2000. 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 - Private Placement
The Company is conducting an offering of up to 3,000,000 shares of its
Common Stock, par value $.001 per share (the "Shares"), at an offering price of
$.25 per share (the Offering") pursuant to Rule 506 of Regulation D of the
General Rules and Regulations of the Securities and exchange Commission.
As of March 31, 2000, the Company has sold 1,822,000 shares of common stock
for an aggregate consideration of $455,500.
As of March 31, 2000, the underlying shares of common stock have not been
delivered by the Company and are reflected as Common Stock subscribed.
Subsequent to the date of the financial statements, the Company has sold an
additional 800,000 shares of common stock for an aggregate consideration of
$200,000.
Note 7 - Investment
The Company has entered into three agreements to acquire JetCo
Communications Corporation, a Texas corporation, ("JetCo"). Under the
agreements, the Company will acquire a majority of the issued and outstanding
capital stock of JetCo, including its subsidiaries, which do business under the
names E-Z Fon Services, Inc. ("E-Z Fon") and E-Z Wireless, Inc. ("E-Z
Wireless"). JetCo shareholders will receive 10,001,850 shares of newly issued
common stock of the Company. Under the terms of the agreements, JetCo
shareholders will own approximately 57% of the capital stock of the Company on a
fully diluted basis. The acquisition is subject to several conditions, including
JetCo acquiring businesses with revenues of an aggregate of at least $1,000,000.
As of March 31, 2000, the Company has invested an aggregate of $400,000
with Jetco
12
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this Quarterly
Report. Certain statements in this Quarterly Report which are not statements of
historical fact are forward-looking statements. See "Special Note Regarding
Forward-Looking Information" on Page 3.
We were 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 business corporation law of the State of Delaware. Our principal
assets consist of:
. our Dina Porter, Inc. ("Dina Porter") subsidiary;
. our AAM Investment Council, Inc. ("AAM") subsidiary; and
. our investment in JetCo Communications Corporation ("JetCo").
Dina Porter
Dina Porter, a retailer of high quality women's fashion apparel and
accessories, is an operating entity with business operation going back to 1995
and with increased revenue for the years ended December 31, 1998 and 1999.
During this period, we devoted the majority of our efforts to
. developing our marketing philosophy and market strategy,
. obtaining new customers for our products,
. enhancing our sources for inventory,
. pursuing and finding a management team to continue the process of
completing our marketing goals, and
. obtain sufficient working capital through debt and equity.
These activities were funded by our management and investments from
stockholders.
AAM
Our subsidiary, AAM, intends to act as a financial adviser and provide
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. AAM is a development stage enterprise with no
activity for the years ended December 31, 1998 and 1999. During this period,
management had devoted the majority of its efforts to developing its marketing
philosophy and market strategy, obtaining new clients for its products, pursuing
and finding a management team to continue the process of completing its
marketing goals, obtain sufficient working capital through loans and equity
through private placement offering. These activities were funded by our
management and investments from stockholders.
JetCo
We entered into three agreements to acquire JetCo Communications
Corporation, a Texas corporation, ("JetCo"). Under the agreements, we will
acquire a majority of the issued and outstanding capital stock of JetCo,
including its subsidiaries, which do business under the names E-Z Fon Services,
13
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Inc. ("E-Z Fon") and E-Z Wireless, Inc. ("E-Z Wireless"). Our shareholders will
receive 10,001,850 shares of newly issued common stock of Wolfpack. Under the
terms of the agreements, JetCo shareholders will own approximately 57% of the
capital stock of Wolfpack on a fully diluted basis. The acquisition is subject
to several conditions, including JetCo acquiring businesses with revenues of an
aggregate of at least $1,000,000.
E-Z Fon provides prepaid local telephone service to just over 1,100
customers in Texas. Revenues for the first quarter were approximately $206,000
and net profits were approximately $33,000. Revenues for last year were
approximately $211,000 with a net loss of approximately $9,000.
E-Z Wireless is a prepaid cellular phone service provider operating in
Texas and has service agreements in seven other states. Revenues were
approximately $115,000 for the first quarter and $122,000 from inception (July
1999) through December 1999. E-Z Wireless broke even during those periods.
JetCo plans to acquire several customer bases and distribution channels in
Texas and throughout the United States with the goal of obtaining 50,000
customers by the end of 2000.
JetCo has also developed proprietary Integrated Communications Provider
software, which JetCo anticipates will be completed during the second quarter.
The software, along with the anticipated new service agreements will enable E-Z
Fon to provide local phone service, long distance, wireless, paging, Internet
and satellite television services to both prepaid and conventional invoiced
residential customers.
We have also acquired 7,000,000 shares of JetCo common stock at an
effective price of $0.10 per share for the purpose of financing the JetCo
acquisitions, including the acquisition of the E-Z Fon business operations. The
7,000,000 shares of JetCo acquired by us is approximately 43% of JetCo's
outstanding common stock. We were granted an option to purchase up to 5,500,000
shares of the common stock of JetCo at $0.10 per share until June 30, 2001, or
the option may terminate earlier if JetCo closes the acquisitions by June 30,
2000. We have exercised a portion of the option. Of the 7,000,000 shares of
JetCo common stock owned by Wolfpack, 3,000,000 shares were acquired by
exercising a portion of the Option. Under the Option, there are remaining
2,500,000 shares of JetCom common stock which we may purchase at $0.10 per share
prior to the termination of the Option.
For the next 12 months, we plan to focus on completing the acquisition of
JetCo and expand the operations of JetCo. To a lesser extent, we will seek to
expand the business of Dina Porter which includes:
. obtaining new customers for the sale of products through our retail store
by continuing our marketing efforts through direct mail 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,
. enhancing our sources for inventory, and
. pursuing and finding a management team to continue the process of
completing its marketing goals and to market limited quantities of expanded
lines of merchandise.
We anticipate that our results of operations may fluctuate for the
foreseeable future due to several factors, including:
14
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. completion of the acquisition of JetCo;
. financing of JetCo's desired growth in customer base and distribution;
. whether and when new products are successfully integrated and accepted by
Dina Porter's present clientele and intended 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 in general. Because we continue to increase our operating expenses for
personnel and other general and administrative expenses, our operating results
would be adversely affected if our sales did not correspondingly increase. Our
limited operating history makes accurate prediction of future operating results
difficult or impossible.
Results of Operations
Results of operations for the three months ended March 31, 2000 as compared
to the three months ended March 31, 1999.
For the three months ended March 31, 1999 and 2000, AAM was inactive.
For the three months ended March 31, 2000, we generated net sales of
$153,700 as compared to $139,185 for the three months ended March 31, 1999
representing a increase of $14,515 or approximately 10.4%. Our cost of goods
sold for the three months ended March 31, 2000 was $89,607 or 60.3% of net sales
as compared to $82,021 or 58.9% of net sales for the three months ended March
31, 1999. Our gross profit on sales was $64,093 or 41.7% of sales for the three
months ended March 31, 2000 as compared to $57,164 or 41.1% for the three months
ended March 31, 1999.
Our general and administrative costs aggregated approximately $85,132, or
55.4% of net sales, for the three months ended March 31, 2000 as compared to
$58,289, 0r 41.9% of net sales, for the three months ended March, 1999
representing an increase of $26,843. This increase is a result of expenses
incurred in connection with the acquisitions and stock offerings, and increased
spending by the Dina Porter operations for advertising, sales help and costs of
handling credit cards.
Liquidity and Capital Resources
We increased cash by $39,449 from a balance of $142,997 at December 31,
1999 to $182,446 at March 31, 2000 through the process of receiving net cash
from the sale of shares of common stock aggregating $455,500, which was mostly
offset by the negative net cash outflow from operations of $41,272.
We expended $400,000 as an investment towards the acquisition of Jetco and
the purchases of fixed assets and leasehold improvements aggregating $24,779.
We anticipate that with the completion of our private placement offering
consisting of up to 3,000,000 shares of common stock aggregating $750,000, we
will be in a position to complete our acquisition of JetCo. To fund the desired
growth of JetCo and our other operating subsidiaries and to
15
<PAGE>
satisfy our working capital and capital expenditure requirements, we will be
required to sell additional equity or debt securities. We can not be certain
that such financing will be available on satisfactory terms, if at all.
Year 2000 Issues
We have completed our assessment of Year 2000 compliance with respect to
our products that are currently being sold to customers and has concluded that
all significant products are compliant. We also believe that JetCo has completed
its assessment of Year 2000 compliance with respect to its products and has
concluded that all significant products are compliant. With respect to other
third parties, we have identified and contacted its significant suppliers to
determine the extent to which we may be vulnerable to such third parties'
failure to address their own year 2000 issues. We did not experience any
material failures as a result of the change to 2000. We, however, intend to
continue to monitor its Year 2000 compliance and Year 2000 compliance of its
significant suppliers.
Based upon our 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 our
results of operations or financial condition. We believe that our 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 we have no direct involvement) that negatively
impact our operations, or events affecting regional, national or global
economies generally. The impact of these failures cannot be estimated at this
time; however, we continually reevaluate our contingency plans to limit, to the
extent practicable, the financial impact of these failures on our results of
operations. Any such plans would necessarily be limited to matters over which we
can reasonably control.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
16
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In March 2000, we offered in a private placement exempt from registration
under the Securities Act of 1933, as amended, pursuant to Rule 506 promulgated
under the Securities Act up to 750,000 shares of our common stock at an offering
price of $0.25 per share for an aggregate gross proceeds of up to $3,000,000. As
of the end of March 31, 2000, we sold 1,822,00 shares for an aggregate gross
proceeds of $455,500. Subsequent to March 31, 2000, we sold an additional
800,000 shares for an aggregate gross proceeds of $200,000.
ITEM 3. DEFAULTS IN 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.
27 Financial Data Schedule
(b) Reports on Form 8-K.
On April 22, 2000, we filed a Current Report on Form 8-K under Items 1 and
2 disclosing the transaction with JetCo Communications Corporation. The date of
the Report was April 17, 2000.
17
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WOLFPACK CORPORATION
Dated: May 25, 2000 By: /s/ PETER L. COKER
------------------
Peter L. Coker
President and Chief Financial Officer
18
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EXHIBIT INDEX
27 Financial Data Schedule
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENTS OF OPERATIONS INCLUDED IN
THE REGISTRANT'S FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2000 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 182,446
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 127,458
<CURRENT-ASSETS> 374,904
<PP&E> 83,669
<DEPRECIATION> 29,865
<TOTAL-ASSETS> 834,208
<CURRENT-LIABILITIES> 54,470
<BONDS> 0
0
0
<COMMON> 5,311
<OTHER-SE> 774,427
<TOTAL-LIABILITY-AND-EQUITY> 779,738
<SALES> 153,700
<TOTAL-REVENUES> 153,700
<CGS> 89,607
<TOTAL-COSTS> 64,093
<OTHER-EXPENSES> 88,079
<LOSS-PROVISION> (23,986)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (23,986)
<INCOME-TAX> 0
<INCOME-CONTINUING> (23,986)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22,790)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
