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 18