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 September 30, 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 November 15, 2000, there were 18,552,570 shares of the registrant's
common stock, par value $0.001 issued and outstanding.

                                       1


                             WOLFPACK CORPORATION
              September 30, 2000 QUARTERLY REPORT ON FORM 10-QSB
                               TABLE OF CONTENTS

                                                                     Page Number

          Special Note Regarding Forward Looking Statements..................  3

                        PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements...............................................  4
Item 2.   Management's Discussion and Analysis of Financial Condition and
            Results of Operations............................................ 14
Item 3.   Quantitative and Qualitative Disclosures About Market Risk......... 18

                          PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.................................................. 18
Item 2.   Changes in Securities and Use of Proceeds.......................... 18
Item 3.   Defaults Upon Senior Securities.................................... 18
Item 4.   Submission of Matters to a Vote of Security Holders................ 18
Item 5.   Other Informations................................................. 18
Item 6.   Exhibits and Reports on Form 8-K................................... 18

                                       2


               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 September 30, 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



                                                                                

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         Report of Reviewing Independent Accountant...............................  5
         Combined and Consolidated Balance Sheet as of September 30, 2000.........  6
         Combined and Consolidated Statements of Operations
           for the three months ended September 30, 2000 and 1999.................  7
         Combined and Consolidated Statements of Cash Flows
           for the three months ended September 30, 2000 and 1999.................  8
         Combined and Consolidated Statement of Stockholder Equity................  9
         Notes to Consolidated Financial Statements............................... 10


                                       4


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 September 30, 2000, and the related consolidated statements of
operations and of cash flows for the nine month periods ended September 30, 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.



/s/ Thomas Monahan
Certified Public Accountant


Paterson, New Jersey
November 13, 2000

                                       5


                             WOLFPACK CORPORATION
                    COMBINED AND CONSOLIDATED BALANCE SHEET



                                                                                September 30,
                                                                  December 31,      2000
                                                                     1999         Unaudited
                                                                  ------------    ----------
                                                                           
                             Assets
Current assets
  Cash and cash equivalents                                          $ 142,996   $  207,289
  Accounts receivable                                                               363,555
  Inventory                                                            119,714      183,655
  Prepaid expense                                                                    17,559
  Officer loan receivable                                               50,375
                                                                     ---------   ----------
  Current assets                                                       313,085      772,058
Property  and equipment-net                                             32,023      281,632

Other assets
  Software developed for internal use                                               530,990
  Regulatory license                                                                 23,000
  Costs of acquiring customer data base                                             267,720
  Goodwill                                                                              200
  Investments in subsidiary                                                          26,594
  Security deposits                                                      5,500       13,400
                                                                     ---------   ----------
Total other assets                                                       5,500      861,904
                                                                     ---------   ----------
Total assets                                                         $ 350,608   $1,915,594
                                                                     =========   ==========

                Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable                                                   $   3,580   $  591,958
  Officer loan payable                                                               54,000
                                                                         -----      -------
                                                                         3,580      645,958
Stockholders' equity
Preferred stock - authorized 5,000,000 shares, $.001 per share
 each. At December 31, 1998 and September 30, 2000  there were  -0-
 shares outstanding respectively
Common Stock authorized 20,000,000 shares,  $0.001 par value
 each. At December 31, 1999 and September 30, 2000, there are
 5,311,400 and 18,552,570 shares outstanding respectively.               5,311       18,552


Additional paid in capital                                             584,471    1,663,645
Retained earnings                                                     (242,754)    (412,561)
                                                                     ---------   ----------
Total stockholders' equity                                             347,028    1,269,636
                                                                     ---------   ----------
Total liabilities and stockholders' equity                           $ 350,608   $1,915,594
                                                                     =========   ==========


             See accompanying notes to financial statements

                                       6


                             WOLFPACK CORPORATION
               COMBINED AND CONSOLIDATED STATEMENT OF OPERATIONS



                                                                   For the nine    For the nine
                                                                   months ended   months ended
                                                                  September 30,   September 30,
                                                                       1999           2000
                                                                    Unaudited       Unaudited
                                                                   ------------   ------------
                                                                            
Revenue                                                              $  449,493    $ 1,750,964

Costs of goods sold                                                     269,696        920,253
                                                                     ----------    -----------

Gross profit                                                            179,797        830,711

Operations:
  General and administrative                                            316,156        970,992
  Depreciation                                                            8,400         28,388
                                                                     ----------    -----------
  Total expenses                                                        324,556        999,380

Income (loss) from operations and before corporate income taxes        (144,759)      (168,669)

Other income
  Interest income                                                         2,371          2,862
  Interest expense                                                                      (4,000)
                                                                     ----------    -----------
Total other income                                                        2,371         (1,138)
                                                                     ----------    -----------


Net income (loss)                                                    $ (142,388)   $  (169,807)
                                                                     ==========    ===========

Net income (loss) per share-basic                                        $(0.02)        $(0.01)
                                                                     ==========    ===========
Number of shares outstanding-basic                                    3,850,222     15,802,570
                                                                     ==========    ===========



                See accompanying notes to financial statements

                                       7


                             WOLFPACK CORPORATION
               COMBINED AND CONSOLIDATED STATEMENT OF OPERATIONS



                                                                  For the three   For the three
                                                                   months ended   months ended
                                                                  September 30,   September 30,
                                                                       1999           2000
                                                                    Unaudited       Unaudited
                                                                   ------------   ------------
                                                                            
Revenue                                                              $  133,374    $   796,438

Costs of goods sold                                                      83,415        470,912
                                                                     ----------    -----------

Gross profit                                                             50,079        325,530

Operations:
  General and administrative                                             96,914        430,657
  Depreciation                                                            4,200         23,464
                                                                     ----------    -----------
  Total expenses                                                        101,114        454,121

Income (loss) from operations and before corporate income taxes         (51,035)      (128,591)

Other income
  Interest income                                                           983            867
  Interest expense                                                                      (2,000)
                                                                     ----------    -----------
Total other income                                                          983         (1,133)
                                                                     ----------    -----------


Net income (loss)                                                    $  (50,052)   $  (129,734)
                                                                     ==========    ===========

Net income (loss) per share-basic                                        $(0.01)        $(0.01)
                                                                     ==========    ===========
Number of shares outstanding-basic                                    3,850,222     15,802,570
                                                                     ==========    ===========


                See accompanying notes to financial statements

                                       8


                             WOLFPACK CORPORATION
               COMBINED AND CONSOLIDATED STATEMENT OF CASH FLOWS
                                   Unaudited



                                                                          For the nine        For the nine
                                                                          months ended        months ended
                                                                       September 30, 1999   September 30, 2000
                                                                       ------------------   ------------------
                                                                                       
CASH FLOWS FROM OPERATING Net income (loss) per share ACTIVITIES
  Net income (loss)                                                         $(142,388)           (169,807)
  Interest expense                                                                                  4,000
  Non cash payment of legal expenses
  Depreciation                                                                  8,400              28,388
Adjustments to reconcile net income (loss) to net cash
  Accounts receivable                                                                            (363,555)
  Inventory                                                                   (61,135)            (63,941)
  Prepaid expenses                                                             43,092             (17,559)
  Officer loan receivable                                                     (94,500)
  Accounts payable                                                                 20             588,378
                                                                             --------           ---------
TOTAL CASH FLOWS FROM OPERATIONS                                             (246,551)              5,904

CASH FLOWS FROM INVESTING ACTIVITIES
  Software developed for internal use                                                            (188,775)
  Purchase of regulatory license                                                                  (23,000)
  Cost of acquiring customer data base                                                           (267,720)
  Security deposits                                                                                (7,900)
  Officer loan receivable                                                                          50,375
  Investment in subsidiary                                                                        (26,594)
  Purchase of assets                                                                             (277,997)
                                                                                                ---------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES                                                       (741,611)

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of shares of common stock net of offering expenses                     267,267             750,000
  Officer loan payable                                                                             50,000
                                                                            ---------            --------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES                                    267,267             800,000

NET INCREASE (DECREASE) IN CASH                                                20,716              64,293
CASH BALANCE BEGINNING OF PERIOD                                              132,070             142,996
                                                                             --------           ---------
CASH BALANCE END OF PERIOD                                                   $152,786           $ 207,289
                                                                             ========           =========


                See accompanying notes to financial statements

                                       9


                             WOLFPACK CORPORATION
          COMBINED AND CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY



                       Preferred  Preferred    Common     Common Additional     Retained
        Date             stock      stock      stock       paid in capital      earnings       Total

                                                                         
Issuance of shares
for acquisitions          -0-      $ -0-      2,000,000  $2,000    $281,165                   $283,165

Net Income
Balance                                                                                74           74
                       ---------  ---------  ----------  ------    --------     ---------   ----------
12-31-1998                -0-      $ -0-      2,000,000  $2,000    $281,165           $74     $283,239
                       =========  =========  ==========  ======    ========     =========   ==========

Balances 1-4-1999         -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
Unaudited

Sale of shares                                3,000,000   3,000     747,000                    750,000
Issuance of shares
for acquisition                              10,241,170  10,241     332,174                    342,415

Net loss                                                                         (169,807)    (169,807)
                       ---------  ---------  ----------  ------    --------     ---------   ----------
9-30-2000                 -0-      $ -0-     18,552,570 $18,552  $1,663,645     $(412,561)  $1,269,636


                See accompanying notes to financial statements

                                     10


                             WOLFPACK CORPORATION
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2000


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-KSB 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.
As of June 30, 2000, the Company has closed this retail store in Raleigh, North
Carolina.

     The Company has entered into an additional lease for 1,200 square feet of
retail space at 400 South Elliot Road, Chapel Hill, North Carolina at a monthly
rent of $2,000.

     AAM occupies office space at 17 Glenwood Avenue, Raleigh, North Carolina
27603.

     Jetco occupies 13,000 square feet of office and warehouse facilities at
2474 Mnana Drive, Dallas Texas 75220 pursuant to a 3 year lease dated May, 2000
which requires monthly rental of $5,600.

Note 3 - Inventory

     Inventory for Dina Porter has been recorded at the lower of cost or market
under the first- in first-out method. At December 31, 1999 and September 30,
2000, inventory of goods available for sale was $119,714 and $133,473
respectively.

     Inventory for Jetco has been recorded at the lower of cost or market. At
December 31, 1999 and September 30, 2000, inventory of goods available for sale
was $-0- and $50,182 respectively.

Note 4 - Income Taxes

                                      11


     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, 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 September 30, 2000, the Company has net operating loss carry forwards
for income tax purposes of $412,561. 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 September 30, 2000 are
as follows:

     Deferred tax asset:

     Net operating loss carry forward                              $ 140,270

     Valuation allowance                                           $(140,270)
                                                                   ---------


     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 September 30, 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 has yet to
recognize significant revenue from the sale of its products, the Company
believes that a full valuation allowance should be provided.

                                       12


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 Statements" 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 JetCo Communications Corporation ("JetCo") subsidiary.

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

                                      13


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 completed the acquisition of JetCo Communications Corporation, a Texas
corporation, ("JetCo"). We have 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. 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 combined 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. 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.

     For the next 12 months, we plan to focus on expanding 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

                                      14


     .    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:

     .    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 nine months ended September 30, 2000 as
compared to the nine months ended September 30, 1999.

     For the nine months ended September 30, 1999 and 2000, AAM was inactive.

     For the nine months ended September 30, 1999 and 2000, results of
operations for Dina Porter were as follows:

     For the nine months ended September 30, 2000, we generated net sales of
$500,862 as compared to $449,493 for the nine months ended September 30, 1999
representing a increase of $51,369 or approximately 11.4%. Our cost of goods
sold for the nine months ended September 30, 2000 was $284,940 or 56.9% of net
sales as compared to $269,696 or 60.0% of net sales for the nine months ended
September 30, 1999. Our gross profit on sales was $215,922 or 43.1% of sales for
the nine months ended September 30, 2000 as compared to $179,797 or 40.0% for
the nine months ended September 30, 1999.

     General and administrative costs aggregated approximately $338,951, or
67.7% of net sales, for the nine months ended September 30, 2000 as compared to
$316,156, or 67.8% of net sales, for the nine months ended September 30, 1999
representing an increase of $22,795. 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.

                                      15


     Results of operations for Jetco for the nine months ended September 30,
2000

     For the nine months ended September 30, 1999, Jetco's results of operations
were nil.

     For the nine months ended September 30, 2000, we generated net sales of
$1,250,102. Our cost of goods and services sold for the nine months ended
September 30, 2000 was $635,771 or 50.9% of net sales. Our gross profit on sales
was $614,331 or 49.1% of sales for the nine months ended September 30, 2000.

     General and administrative costs aggregated approximately $631,784, or
50.5% of net sales, for the nine months ended September 30, 2000. This
represents monies essentially being spent as follows: $52,347 for promotion;
$15,849 for professional;$42,108 for rent; $429,650 for salaries and payroll
taxes; $49,718 for communications and $42,112 for office expenses.

Liquidity and Capital Resources

     We increased cash by $64,293 from a balance of $142,997 at December 31,
1999 to $207,289 at September 30, 2000 through the process of receiving net cash
from the sale of shares of common stock aggregating $750,000 and an officer loan
of $50,000, which was mostly offset by the negative net cash outflow from
operations of $89,961.

     We expended approximately $741,611 as an investment towards the acquisition
of assets for Jetco Jetco including: $188,775 for development for software to
used for the internal operations of Jetco; $23,000 for the purchase of a
regulatory license; $267,720 for the purchase of customer data bases; $7,900 in
security deposits; decreasing the officer loan receivable by $50,375; making an
investment in a subsidiary of $26,594 and purchase of fixed assets of $277,997.

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

                                      16


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.

PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     None.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.

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 September 13, 2000, we filed an amendment to the Current Report on Form
8-K filed on July 7, 2000 disclosing the financial statements for the
acquisition of JetCo Communications Corporation.

                                      17


                                   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: November 17, 2000            By: /s/ PETER L. COKER

                                    Peter L. Coker

                                    President and Chief Financial Officer

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