<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 22, 2000
---------------------------
Wolfpack Corporation
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(Exact name of registrant 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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (919) 831-1351
-----------------------------
Not Applicable
--------------------------------------------------------------------
(Former Name or Former Address, If Changed since Last Report.)
<PAGE>
Item 7. Financial Statements and Exhibits
The Current Report on Form 8-K for Wolfpack Corporation dated June 22, 2000
is hereby amended to include the financial statements required to be filed under
Item 7 of Form 8-K and the pro forma financial information required to be filed
under Item 7 of Form 8-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WOLFPACK CORPORATION
Date: September 13, 2000 By: /s/ PETER L. COKER
---------------------------------
Peter L. Coker
President
<PAGE>
WOLFPACK CORPORATION
Pro Forma Consolidated Financial Statements
(Unaudited)
The following unaudited proforma combined condensed financial statements
present a combined balance sheet and related statements of income, cash flows
and stockholders' equity of Wolfpack Corporation (the "Company") and JetCo
Communications Corporation ("Jetco"), giving effect to the acquisition which has
been accounted for as the issuance of an aggregate of 10,241,170 shares of
common stock for all the issued an outstanding shares of common stock of Jetco,
accompanied by a recapitalization pursuant to a Common Stock Purchase Agreement
and an Addendum to the Common Stock Purchase Agreement, the ("Agreement"), which
was dated in March, 2000.
The pro forma combined condensed balance sheet as of June 31, 2000 and the
related statements of income, cash flows and stockholders' equity for the six
months ended June 30, 2000 giving effect to the proposed transactions as if they
had been in effect throughout the periods presented. The information shown is
based upon numerous assumptions and estimates and is not necessarily indicative
of the results of future operations of the combined entities or the actual
results that would have occurred had the transaction been consummated during the
periods indicated. These statements should be read in conjunction with the
consolidated financial statements of the Company, and the financial statements
of Jetco.
<PAGE>
WOLFPACK CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
JetCo Wolfpack
Wolfpack Communications Corporation
Corporation Corporation Adjustments Consolidated
----------- ----------- ----------- ------------
Assets
<S> <C> <C> <C> <C>
Current assets
Cash and cash equivalents $ 192,817 $ 107,771 $ 300,588
Accounts receivable 158,616 158,616
Inventory 118,334 66,007 184,341
Prepaid expense 22,725 22,725
Officer loan receivable 66,300 66,300
---------- --------- ----------
Current assets 377,451 355,119 732,570
Property and equipment-net 27,603 69,741 97,344
Other assets
Investment in Jetco 700,000 (700,000) - 0-
Software developed for internal use 493,278 493,278
Regulatory license 23,000 23,000
Costs of acquiring customer data base 257,720 257,720
Goodwill 200 200
Investments in subsidiary 26,594 26,594
Security deposits 5,500 7,900 13,400
---------- --------- ----------
Total other assets 705,500 108,692 814,192
--------- ----------
Total assets $1,110,554 $ 533,552 $1,644,106
========== ========= ==========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 4,570 $ 188,367 $ 192,937
Officer loan payable 52,000 52,000
---------- --------- ----------
Total current liabilities 56,570 188,367 244,937
Stockholders' equity
Preferred stock - authorized 5,000,000 shares,
$.001 per share each. At December 31, 1998
and June 30, 2000 there were -0- shares
outstanding respectively
Common Stock authorized 20,000,000 shares,
$0.001 par value each. At June 30, 2000, there
are 5,311,400 and 10,241,170 shares issued for (1,000)
the acquisition. 8,311 1,000 10,241 18,552
Additional paid in capital 1,331,471 341,415 (9,241) 1,663,645
Retained earnings (285,798) 2,770 (283,028)
---------- --------- ----------
Total stockholders' equity 1,053,984 345,185 -0- $1,399,169
---------- --------- ----------- ----------
Total liabilities and stockholders' equity $1,110,554 $ 533,552 $ -0- $1,644,106
========== ========= =========== ==========
</TABLE>
<PAGE>
WOLFPACK CORPORATION
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,2000
Note 1 -
The Wolfpack Corporation, (the "Company") completed a series of
transactions as follows:
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.
The Company has completed the acquisition of JetCo Communications
Corporation, a Texas corporation, ("JetCo"). The Company has acquired all 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"). For the purchase of JetCo's capital stock, JetCo
shareholders received 10,241,170 shares of newly issued common stock of the
Company. As a result, the former JetCo shareholders own approximately 57% of the
capital stock of Wolfpack. William W. Evans, the President of JetCo, received
8,691,170 shares of Wolfpack common stock, approximately 48% of the capital
stock of Wolfpack, giving Mr. Evans effective control over matters submitted to
the shareholders.
The acquisition has been accounted for using the pooling of interest
method. As such, the historical costs of the companies assets and liabilities
have been combined and become the recorded amounts of the comnbined company's
assets and liabilities for all periods presented. Prior to January 1, 2000, the
assets and liabilities and results of operations for Jetco were nil. The effects
of intercompany transactions on current assets, current liabilities, revenue,
and cost of sales for periods presented and on retained earnings at the
beginning of the periods presented were eliminated to the extent possible.
E-Z Fon provides prepaid local telephone service to approximately 5,000
customers in Texas. E-Z Wireless is a prepaid cellular phone service provider
operating in Texas and has service agreements in seven other states. JetCo has
recently completed an acquisition of 3,000 customers and distribution channels
with outlets in each major city in Texas.
<PAGE>
WOLFPACK CORPORATION
NOTES TO PROFORMA CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30,2000
JetCo is currently licensed to provide phone service in Texas and has applied
for a similar license in 23 additional states.
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. JetCo has made enhancements to its software to allow
customers to choose services by the Internet.
<PAGE>
THOMAS P. MONAHAN
CERTIFIED PUBLIC ACCOUNTANT
208 LEXINGTON AVENUE
PATERSON, NEW JERSEY 07502
(973) 790-8775
Fax (973) 790-8845
To The Board of Directors and Shareholders
of FaithNet Telecommunications, Inc. (a development stage company)
I have audited the accompanying balance sheet of FaithNet Telecommunications,
Inc. (a development stage company) as of December 31, 1999 and the related
statements of operations, cash flows and shareholders' equity for the period
from inception, May 13, 1999, to December 31, 1999. These financial statements
are the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FaithNet Telecommunications,
Inc. (a development stage company) as of December 31, 1999 and the results of
its operations, shareholders equity and cash flows for the year ended December
31, 1998 and 1999 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
FaithNet Telecommunications, Inc. (a development stage company) will continue as
a going concern. As more fully described in Note 2, the Company has incurred
operating losses since the date of reorganization and requires additional
capital to continue operations. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans as to
these matters are described in Note 2. The financial statements do not include
any adjustments to reflect the possible effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that
may result from the possible inability of FaithNet Telecommunications, Inc. (a
development stage company) to continue as a going concern.
Thomas P. Monahan, CPA
September 12, 2000
Paterson, New Jersey
<PAGE>
FaithNet Telecommunications, Inc.
BALANCE SHEET
<TABLE>
<CAPTION>
December 31,
1999
Assets
<S> <C>
Current assets
Cash and cash equivalents $ 13,518
Accounts receivable 72,382
Inventory
Prepaid expense 750
Officer loan receivable
Current assets 86,650
Property and equipment-net 22,047
Other assets
Security deposits 2,450
--------
Total other assets 2,450
--------
Total assets $111,147
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $138,623
--------
Total current liabilities 138,623
Stockholders' equity
Common Stock authorized 1,000,000 shares, $0.001 par value each. At December
31, 1999 and June 30, 2000 there are 1,000 shares outstanding 5,000
Additional paid in capital 5,444
Retained earnings (37,920)
--------
Total stockholders' equity (27,476)
--------
Total liabilities and stockholders' equity $111,147
========
</TABLE>
FaithNet Telecommunications, Inc.
STATEMENT OF OPERATIONS
<PAGE>
<TABLE>
<CAPTION>
For the year For the year
ended ended
December 31, December 31,
1998 1999
----- ----
<S> <C> <C>
Revenue $ 181,308 $ 612,585
Costs of goods sold 113,295 415,485
-------- --------
Gross profit 68,013 197,100
Operations:
General and administrative 86,800 199,594
Depreciation 504 -0-
-------- --------
Total expenses 87,340 199,594
Income (loss) from operations and before corporate income taxes (19,327) (2,494)
Other income
Interest expense 1,547 14,552
-------- --------
Total other income 1,457 14,552
Net income (loss) $ (20,874) $ (17,046)
======== ========
</TABLE>
See accompanying notes to financial statements
<PAGE>
FaithNet Telecommunications, Inc.
STATEMENT OF CASH FLOWS
Unaudited
<TABLE>
<CAPTION>
December 31, December 31,
1998 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATINGNet income (loss) per share ACTIVITIES
Net income (loss) $ (20,874) (17,046)
Interest expense
Depreciation
Adjustments to reconcile net income (loss) to net cash
Accounts receivable (72,382)
Prepaid expenses (750)
Accounts payable 25,932 116,546
-------- --------
TOTAL CASH FLOWS FROM OPERATIONS (5,058) 26,368
CASH FLOWS FROM INVESTING ACTIVITIES
Loan payable (8,016)
Security deposits (1,800) (650)
Purchase of assets (1,592) (17,551)
-------- --------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES (11,408) (18,201)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contribution 9,444
Officer loan payable 10,790 (10,790)
-------- --------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES 10,790 (1,346)
NET INCREASE (DECREASE) IN CASH 4,440 6,821
CASH BALANCE BEGINNING OF PERIOD 2,257 6,697
-------- --------
CASH BALANCE END OF PERIOD $ 6,697 $ 13,518
======== ========
</TABLE>
See accompanying notes to financial statements
<PAGE>
FaithNet Telecommunications, Inc.
STATEMENT OF STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>
Date Preferred Preferred Common Common Additional Retained
---------
stock stock stock stck paid in capital earnings Total
<S> <C> <C> <C> <C> <C> <C> <C>
Issuance of
shares for
acquisitions -0- $ -0- 5,000 $ 5,000 5,444 $ 10,444
Net (loss) (20,874) (20,874)
------- ---------- ------- ------- --------------- -------- --------
Balance
December 31, 1998 -0- $ -0- 5,000 $ 5,000 $ 5,444 (20,874) (10,430)
Net Loss (17,046) (17,046)
Balances
December 31, 1999 -0- $ -0- 5,000 $ 5,000 $ 5,444 (37,920) $(27,476)
------- ----------
</TABLE>
<PAGE>
FaithNet Telecommunications, Inc.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
Note 1 - Formation of Company and Issuance of Common Stock
a. Formation and Description of the Company
FaithNet Telecommunications, Inc. (the "Company"), was formed under the laws
of the State of Texas on August 11, 1997 and authorized to issue to 100,000
shares of common stock, $1.00 par value each share.
b. Description of Company
The Company is a prepaid local telephone service to approximately 5,000
customers in Texas.
c. Issuance of Shares of Common Stock
The Company sold an aggregate of 1,000 shares of common stock for an
aggregate consideration of $1,000.
Note 2-Summary of Significant Accounting Policies
a. Basis of Financial Statement Presentation
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company incurred net losses of
$37,920 for the period from inception, August 11, 1997, December 31, 1999. These
factors indicate that the Company's continuation as a going concern is dependent
upon its ability to obtain adequate financing. The Company is being funded by
personal loans to the Company The Company will require substantial additional
funds to finance its business activities on an ongoing basis and will have a
continuing long-term need to obtain additional financing. The Company's future
capital requirements will depend on numerous factors including, but not limited
to, continued progress developing its source of customers and initiating
marketing penetration. The Company plans to engage in such ongoing financing
efforts on a continuing basis.
The financial statements presented at December 31, 1999 consist of the
balance sheet as at December 31, 1999 and the statements of operations, cash
flows and stockholders equity for the year ended December 31, 1998 and 1999 and
for the period from inception, August 11, 1997, to December 31, 1999.
b. Cash and Cash Equivalents
Cash and Cash Equivalents - Temporary investments with a maturity of less than
three months when purchased with cash are treated as cash.
<PAGE>
8c. Property and Equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed over the estimated useful lives using the straight line
methods over a period of five years. Maintenance and repairs are charged against
operations and betterment's are capitalized.
d. Advertising, Selling and Marketing Costs
Advertising, Selling and Marketing costs, are expensed as incurred and for
the year ended December 31, 1998 and 1999 is $17,278 and $18,464 respectively
e. Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use
In March, 1998, the American Institute of Certified Public Accountants issued
Statements of Position 98-1 (SOP 98-1), "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use". SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998. SOP 98-1
provides guidance over accounting for computer software developed or obtained
for internal use including the requirement to capitalize specified costs and
amortization of such costs. The implementation of SOP 98-1 does not have a
material impact on the Company's financial position or results of operations.
Computer software costs that are incurred in the preliminary project stage are
expensed as incurred to direct costs. Once the capitalization criteria of the
SOP have been met, costs incurred when developing computer software for internal
are capitalized. No software development costs have been capitalized by the
Company to date. Software development costs charged to operations for the period
from inception to December 31, 1999 is $-0-.
g. Revenue recognition
Revenue is recognized when products are shipped or services are rendered.
h. Research and Development Expenses
Research and development expenses are charged to operations when incurred.
j. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
<PAGE>
k. Asset Impairment
The Company adopted the provisions of SFAS No. 121, Accounting for the
impairment of long lived assets and for long-lived assets to be disposed of
effective January 1, 1996. SFAS No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the estimated undiscounted cash flows to be generated by those
assets are less than the assets' carrying amount. SFAS No. 121 also addresses
the accounting for long-lived assets that are expected to be disposed of. Long-
lived assets and certain identifiable intangibles are reviewed for impairment
whenever events or changes in circumstances indicate that full recoverability is
questionable. There was no effect of such adoption on the Company's financial
position or results of operations.
l. Significant Concentration of Credit Risk
At December 31, 1999, the Company has concentrated its credit risk by
maintaining deposits in several banks. The maximum loss that could have resulted
from this risk totaled $-0- which represents the excess of the deposit
liabilities reported by the banks over the amounts that would have been covered
by the federal insurance.
m. Recent Accounting Standards
Accounting for Derivative Instruments and Hedging Activities
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS 133) was issued in June
1998. It is effective for all fiscal years beginning after June 15, 1999. The
new standard requires companies to record derivatives on the balance sheet as
assets or liabilities, measured at fair value. Gains or losses resulting from
changes in the values of those derivatives would be accounted for depending on
the use of the derivatives and whether they qualify for hedge accounting. The
key criterion for hedge accounting is that the hedging relationship must be
highly effective in achieving offsetting changes in fair value or cash flows.
The Company does not currently engage in derivative trading or hedging activity.
The Company will adopt SFAS 133 in the fiscal year ending December 31, 2000,
although no impact on operating results or financial position is expected.
Note 3 - Sale of Assets
The Company entered into a Sale and Purchase Agreement (the "Agreement") on
January 8, 2000, with JetCo Communications Corporation (JetCo"), pursuant to
which the Company sold all of its issued and outstanding shares of common stock
for an aggregate consideration of $36,207 and transferred the obliagtion to pay
certain obligations to JetCo. aggregating $40,792.
Note 4 - Related Party transactions
a. Issuance of Shares
<PAGE>
The Company sold an aggregate of 1,000 shares of common stock for an
aggregate consideration of $1,000
b. Officer Salaries
No officer has received a salary in excess of $100,000.
Note 5 - Property Plant and Equipment
Property Plant and Equipment consists of the following at December 31,
1999:
Furniture and office equipment 22,550
Less accumulated depreciation 503
-------
Property Plant and Equipment -net $22,047
=======
Note 6 - 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 December 31, 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 carry forward and was fully offset by a
valuation allowance.
At December 31, 1999, the Company has net operating loss carry forwards for
income tax purposes of $37,920. 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 December 31, 1999 are as
follows:
Deferred tax asset:
Net operating loss carry forward $ 12,892
Valuation allowance $(12,892)
--------
Net deferred tax asset $ -0-
<PAGE>
The Company recognized no income tax benefit for the loss generated for the
period from inception, August 11, 1997, to December 31, 1999.
The Company recognized no income tax benefit from the loss generated for the
period from inception, August 11, 1997, to December 31, 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 has yet to
recognize significant revenue from the sale of its products, the Company
believes that a full valuation allowance should be provided.
Note 7 - Commitments and Contingencies
Leased Office Space
The Company has entered into a lease agreement with an unrelated party for
a monthly rental of $730 per month.
Rent expense for the year ended December 31, 1998 and 1999 was $1,250 and
$8,750 respectively.
Note 8 - Business and Credit Concentrations
The amount reported in the financial statements for cash approximates fair
market value. Because the difference between cost and the lower of cost or
market is immaterial, no adjustment has been recognized and investments are
recorded at cost.
Note 9 - Development Stage Company
The Company is considered to be a development stage company with little
operating history. The Company is dependent upon the financial resources of
the Company's management for its continued existence. The Company will also be
dependent upon its ability to raise additional capital to complete is research
and development, and its marketing program, acquire additional equipment,
management talent, inventory and working capital to engage in profitable
business activity. Since its organization, the Company's activities have been
limited to the preliminary development of its new products, hiring personnel
and acquiring equipment and office space.
