UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-QSB

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarter ended March 31, 2001

                                      or

               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

        For the transition period from ____________ to ________________

                        Commission file number 0-26479


                             WOLFPACK CORPORATION
            (Exact name of registrant as specified in its charter)


Delaware                                                              56-2086188
- --------                                                              ----------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)


17 Glenwood Avenue
Raleigh, North Carolina                                                    27603
- -----------------------                                                    -----
(Address of principal executive offices)                              (Zip Code)


      (919) 831-1351 (Registrant's telephone number, including area code)
      --------------


     Check whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes |X|  No |  |

     As of May 11, 2001, there were 19,152,570 shares of the registrant's common
stock, par value $0.001 issued and outstanding.

                                       1


                             WOLFPACK CORPORATION
                MARCH 31, 2001 QUARTERLY REPORT ON FORM 10-QSB
                               TABLE OF CONTENTS

                                                                     Page Number

          Special Note Regarding Forward Looking Information.................  3

                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements...............................................  4
Item 2.   Management's Discussion and Analysis of Financial Condition and
            Results of Operations............................................ 10
Item 3.   Quantitative and Qualitative Disclosures About Market Risk......... 12

                                 PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.................................................. 12
Item 2.   Changes in Securities and Use of Proceeds.......................... 12
Item 3.   Defaults Upon Senior Securities.................................... 12
Item 4.   Submission of Matters to a Vote of Security Holders................ 12
Item 5.   Other Information.................................................. 12
Item 6.   Exhibits and Reports on Form 8-K................................... 13

                                       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 March 31, 2001 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
                                                                     Page Number

          Consolidated Balance Sheet as of March 31, 2001....................  5
          Consolidated Statements of Operations
            for the three months ended March 31, 2001 and 2000...............  6
          Consolidated Statements of Cash Flows
            for the three months ended March 31, 2001 and 2000...............  7
          Notes to Consolidated Financial Statements.........................  8

                                       4


                     WOLFPACK CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS



                                                                         (Unaudited)
                                                                          March 31,    December 31,
                                                                            2001           2000
                                                                         ----------    ------------
                                    ASSETS
                                    ------
                                                                                 
Current assets
 Cash and cash equivalents                                               $   80,213     $   94,537
 Accounts receivable                                                          3,760              -
 Inventory                                                                   25,399         18,431
 Prepaid expenses                                                            14,148          8,050
 Other current assets                                                         5,849          5,121
                                                                         ----------     ----------

   Total current assets                                                     129,369        126,139

Property, equipment and software, net                                       840,677        885,874

Other assets
 Acquired customer base, net of accumulated amortization of
  $238,384 (unaudited) and $136,902 at March 31, 2001
  and December 31, 2000, respectively                                       170,877        267,359
 Goodwill, net of accumulated amortization of $42,176 (unaudited)
  and $30,673 at March 31, 2001 and December 31, 2000, respectively           3,834         15,337
 Other assets                                                                35,103         32,923
                                                                         ----------     ----------

   Total other assets                                                       209,814        315,619
                                                                         ----------     ----------

    Total assets                                                         $1,179,860     $1,327,632
                                                                         ==========     ==========

                LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
                ----------------------------------------------
                                                                                 
Current liabilities
 Accounts payable                                                       $   736,451     $  428,205
 Payroll tax obligation                                                     221,183        189,984
 Current portion of capital lease obligations                               150,000        152,037
 Advances from related parties                                               79,700         96,000
 Deferred revenue                                                            93,908         66,029
                                                                         ----------     ----------

     Total current liabilities                                            1,281,242        932,255

Capital lease obligations, less current portion                             101,110        133,424

Commitments and Contingencies

Stockholders' (deficit) equity
 Preferred stock - authorized 5,000,000 shares, $.001 par value,
  no shares issued or outstanding                                                 -              -
 Common stock - authorized 20,000,000 shares, $.001 par value,
  19,222,570 (unaudited) and 19,147,570 shares issued and outstanding
  at March 31, 2001 and December 31, 2000, respectively                      19,223         19,148
 Additional paid-in capital                                               1,738,254      1,663,329
 Accumulated deficit                                                     (1,959,969)    (1,420,524)
                                                                         ----------     ----------

     Total stockholders' (deficit) equity                                  (202,492)       261,953
                                                                         ----------     ----------

            Total liabilities and stockholders' (deficit) equity         $1,179,860     $1,327,632
                                                                         ==========     ==========

  The accompanying notes are an integral part of these consolidated financial
                                  statement.

                                       5


                     WOLFPACK CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)




                                                                         Three          Three
                                                                      months ended   months ended
                                                                        March 31,      March 31,
                                                                          2001           2000
                                                                      -----------     ----------
                                                                              
Revenue                                                               $   455,601     $   55,819

Cost of revenues                                                          317,730         92,667
                                                                      -----------     ----------

     Gross profit                                                         137,871        (36,848)

General and administrative expense                                        664,077        116,607
                                                                      -----------     ----------

Operating loss                                                           (526,206)      (153,455)

Other income (expense)
 Interest expense                                                          (6,289)             -
 Other, net                                                                (6,950)             -
                                                                      -----------     ----------

                                                                          (13,239)             -
                                                                      -----------     ----------

Net loss                                                              $  (539,445)    $ (153,455)
                                                                      ===========     ==========

Net loss per share - basic and diluted                                      $(.03)         $(.01)
                                                                      ===========     ==========

Weighted-average number of shares outstanding - basic and diluted      19,167,405     10,241,170
                                                                      ===========     ==========

  The accompanying notes are an integral part of these consolidated financial
                                  statement.

                                       6


                     WOLFPACK CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


                                                                       Three         Three
                                                                    months ended  months ended
                                                                      March 31,     March 31,
                                                                        2001          2000
                                                                      ---------     ---------
                                                                              
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                                             $(539,445)    $(153,455)
 Adjustments to reconcile net loss to cash provided by
  (used in) operating activities
  Depreciation and amortization                                         197,089        34,017
  Loss on disposal of asset                                               7,292             -
  Change in operating assets and liabilities
   Accounts receivable                                                   (3,760)       72,382
   Inventory                                                             (6,968)            -
   Prepaid expenses                                                      (6,098)         (828)
   Other current assets                                                    (728)            -
   Other assets                                                          (2,180)       (5,237)
   Accounts payable                                                     308,246       (25,086)
   Payroll tax obligation                                                31,199        13,529
   Deferred revenue                                                      27,879             -
                                                                      ---------     ---------

    TOTAL CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                12,526       (64,678)

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property, equipment and software                           (46,199)       (7,984)
 Purchase of customer bases                                              (5,000)      (36,208)
                                                                      ---------     ---------

    TOTAL CASH USED IN INVESTING ACTIVITIES                             (51,199)      (44,192)

CASH FLOWS FROM FINANCING ACTIVITIES
 Common stock issued for cash                                            75,000             -
 Principal payments on capital leases                                   (34,351)            -
 Wolfpack purchases of Jetco stock prior to reverse acquisition               -       400,000
 Payments to related parties                                            (16,300)            -
                                                                      ---------     ---------

    TOTAL CASH PROVIDED BY FINANCING
     ACTIVITIES                                                          24,349       400,000
                                                                      ---------     ---------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                    (14,324)      291,130

CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD                            94,537        13,518
                                                                      ---------     ---------

CASH AND CASH EQUIVALENTS END OF PERIOD                               $  80,213     $ 304,648
                                                                      =========     =========

   The accompanying notes are an integral part of these consolidated financial
                                   statement.

                                       7


                     WOLFPACK CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               December 31, 2000


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and in accordance with the instructions per Item 310(b) of Regulation SB.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
It is suggested that these statements be read in conjunction with the Company's
audited financial statements and notes thereto included in the Company's Form
10-KSB for the year ended December 31, 2000.

In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included for
the three month period ended March 31, 2001. The results for the three month
period ended March 31, 2001 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2001.


NOTE B - ORGANIZATION

Wolfpack Corporation ("Wolfpack" or the "Company") was formed under the laws of
Delaware on March 16, 1998.  Wolfpack was formed as a holding company for the
acquisition of Wolfpack Subsidiary, Corp. ("Subsidiary Corp."), which had two
subsidiaries Dina Porter, Inc. (Dina Porter) and AAM Investment Council, Inc.
(AAM).  Dina Porter is a retail store which specializes in contemporary
clothing, jewelry and fine crafts.  AAM is an investment adviser that offers
portfolio management designed to achieve unique investment objectives.  On
January 4, 1999, the Company issued 1,000,000 shares of common stock each to
Susan Coker and Peter Coker (the "Cokers") in consideration for all of the
issued and outstanding shares of common stock of Subsidiary, Corp. and its
subsidiaries.

Effective March 31, 2000, Wolfpack acquired all of the issued and outstanding
capital stock of JetCo Communications Corporation("JetCo"), a Texas corporation,
including its subsidiaries, which do business under the name E-Z Fon Services,
Inc. ("E-Z Fon"), formerly FaithNet Telecommunications, Inc., and E-Z Wireless,
Inc. ("E-Z Wireless").   Wolfpack issued 10,241,170 shares of its common stock
to the shareholders of JetCo resulting in the JetCo shareholders owning
approximately 57% of the issued and outstanding Wolfpack shares.  For accounting
purposes, the acquisition has been treated as a recapitalization of JetCo with
JetCo as the acquirer (a reverse acquisition). The historical financial
statements included for the period ended March 31, 2000 are those of JetCo and
its subsidiaries.

                                       8


Through its' subsidiaries, JetCo provides prepaid local and cellular phone
service to approximately 4,500 customers in several states.  JetCo is currently
licensed to provide phone service in Texas and is currently applying for a
similar licenses in 23 additional states.  JetCo has developed proprietary
Integrated Communications Provider software, which along with anticipated new
service agreements will enable it to provide local phone service, long distance,
wireless, paging, internet and satellite television services to both prepaid and
conventional invoiced residential customers.  JetCo is currently making
enhancements to its software which will allow customers to choose services via
the internet.

Effective September 30, 2000, the Company sold Dina Porter and AAM back to the
Cokers in exchange for 5,000 shares of the Company stock that was retired
immediately.


NOTE C - GOING CONCERN UNCERTAINTY

The consolidated financial statements have been prepared on the assumption that
the Company will continue as a going concern.  The Company incurred a net loss
of $539,445 for the three months ended March 31, 2001 and at March 31, 2001
current liabilities exceeded current assets by $1,151,873.

The Company has taken steps in 2001 to increase profitability and cash flow, and
is currently attempting to raise additional capital.  Management believes that
these actions will provide sufficient liquidity to enable the Company to meet
its obligations and continue in business.  However, there is no assurance such
actions will be successful. The consolidated financial statements do not include
any adjustments to reflect the possible effects on the recoverability and
classification of assets or classification of liabilities which may result from
the inability of the Company to continue as a going concern.


NOTE D - PAYROLL TAX OBLIGATION

The Company has not remitted a portion of its Federal and State employer and
employee payroll taxes for the year ended December 31, 2000 and the three months
ended March 31, 2001.  The Company has determined this obligation to be the
actual amounts of the tax withheld from employees and the employer portion of
the Social Security Federal Tax obligation in addition to a 25% penalty and
interest accrual.  The total obligation associated with these delinquent amounts
at March 31, 2001 is $221,183 and has been reflected in the accompanying
consolidated financial statements as Payroll Tax Obligation.

                                       9


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this Quarterly
Report.  Certain statements in this Quarterly Report which are not statements of
historical fact are forward-looking statements. See "Special Note Regarding
Forward-Looking Information" on Page 3.

                  ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The Company was formed on March 16, 1998, under the laws of the State of
Delaware to engage in any lawful act or activity for which corporations may be
organized under the Delaware General Corporation Law. The Company's principal
assets consist of the assets of the Company's subsidiary, JetCo Communications
Corporation and its subsidiaries, which do business under the names E-Z FON
Services, Inc. and E-Z Wireless, Inc.

     We completed the acquisition of JetCo Communications Corporation, a Texas
corporation ("JetCo"), effective March 31, 2000. Pursuant to the acquisition of
JetCo the Company 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 the Company. William
W. Evans, the President of JetCo, received 8,691,170 shares of the Company's
common stock, approximately 48% of the capital stock of the Company, giving Mr.
Evans effective control over matters submitted to the shareholders. Mr. Evans is
also a Director and the President of the Company.

     As there was a change in control for accounting purposes the transaction
has been treated as a recapitalization of JetCo, with JetCo as the acquiror (a
reverse acquisition).

     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. During 2000, E-Z FON acquired 3,000 new customers and
distribution channels with outlets in each major city in Texas. E-Z FON is
currently licensed to provide phone service in Texas.

     JetCo is developing proprietary Integrated Communications Provider Software
(the "Software") , which JetCo anticipates will be completed during the second
quarter of Fiscal Year 2001. The Software will enable E-Z FON to provide local
phone service, voice mail, long distance, and dial up internet service to both
prepaid and conventionally invoiced residential customers.

     For the next 12 months, we plan to focus our efforts on expanding the
operations of E-Z FON. E-Z FON will continue to focus on the pre-paid local
service market through advertising, the acquisition of additional "Agent"
locations, and the acquisition of customer bases from other CLECs. E-Z FON is
also anticipating the satisfaction of its regulatory requirements to provide
local service in 23 additional states. E-Z FON is also working to satisfy other
state regulatory requirements in order to provide long distance service
nationwide.

     E-Z FON is anticipating an enhanced service offering to our existing
customer base at the end of the second quarter of Fiscal Year 2001. The enhanced
services we will be offering include discount rate long distance, voice mail and
dial up internet services. By offering these enhanced services to our existing
customer base, E-Z FON is anticipating a higher level of customer retention.
Through sales and marketing efforts, in conjunction with acquisition of customer
bases from other Competitive Local Exchange Companies ("CLECs"), E-Z FON is
anticipating growth in its customer base.

     E-Z FON is also anticipating the roll-out of its "Good Credit Customer"
service offering. E-Z FON will be marketing to the "good credit" customer in an
effort to expand its current customer base. The customer will complete a credit
application and upon completion our customer service department will conduct a
credit check. Qualification will be based on specific credit criteria to
determine if the customer qualifies for service on a post paid basis. Each "Good
Credit" customer will have an established credit limit.

     We anticipate that our results of operations may fluctuate for the
foreseeable future due to several factors, including:

   . the financing of E-Z FON's desired growth in customer base and
     distribution;

   . the continued market acceptance of current products;

   . the competitive pressures on pricing; and

   . the 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.

Results of Operations

Results of operations for the quarter ended March 31, 2001 as compared to
the quarter ended March 31, 2000.

Currently, all of the Company's operations are conducted through its

                                       10


subsidiaries: E-Z FON and E-Z WIRELESS.

For the quarter ended March 31, 2001, the Company generated revenues of $455,601
as compared to $55,819 for the quarter ended March 31, 2000, representing an
increase of $399,782 or approximately 716%. The Company's cost of revenues for
the quarter ended March 31, 2001 was $317,730, or 70% of revenues, as compared
to $92,667, or 1.67% of revenues, for the quarter ended March 31, 2000. The
Company's gross profit was $137,871, or 30% of revenues, for the quarter ended
March 31, 2001, as compared to $(36,848), or (67)% for the quarter ended March
31, 2000. The Company's increase in cost of revenues was directly related to an
increase in revenues. The Company's increase in revenue from the first quarter
of 2000 to the first quarter 2001 was directly related to an increase in the
Company's customer base through the acquisition of other CLEC customer bases and
through the Company's increased advertising. The Company's customer base has
increased from approximately 1,000 at March 31, 2000 to 6,000 at March 31, 2001.

The Company's general and administrative costs aggregated $664,077, or 146% of
net sales, for the quarter ended March 31, 2001 as compared to $116,607, or 209%
of net sales, for the quarter ended March 31, 2000, representing an increase of
$547,470. The increase in general and administrative costs are primarily from
increases in depreciation and amortization expense of $165,000, payroll costs of
$150,000, advertising and promotion costs of $40,000, professional fees of
$25,000 and occupancy expenses of $40,000.


Liquidity and Capital Resources

The Company's cash decreased from $304,648 at March 31, 2000 to $80,213
at March 31, 2001, a decrease of $224,435.

Cash provided by operations was $12,526 for the quarter ended March 31, 2001,
and consisted primarily of a net loss of $539,445, net of depreciation and
amortization expense of $197,089, an increase in accounts payable of $308,246,
an increase in deferred revenue of $27,879 and an increase in payroll tax
obligation of $31,199. Cash used in investing activities was $51,199 for the
quarter ended March 31, 2001 and consisted of purchases of property and
equipment amounting to $46,199 and purchases of customer bases amounting to
$5,000.

Cash provided by financing activities was $24,349 for the quarter ended March
31, 2001 and consisted of common stock issued for cash of $75,000,
less $34,351 in principal payments on capital leases and $16,300 in payments to
related parties.

Cash used in operations for the quarter ended March 31, 2000 was $64,678 and
consisted primarily of the Company's net loss for the quarter of $153,455 and
the increase in accounts payable of $25,086 reduced by depreciation and
amortization of $34,017 and a decrease in accounts receivable of $72,382. Cash
used in investing activities for the first quarter of 2000 totaled $44,192 and
resulted from the purchase of fixed assets and customer bases. During the first
quarter of 2000, the Company had cash provided by investing activities of
$400,000 from Wolfpack's purchase of JetCo stock prior to the acquisition by
Wolfpack.

In April, 2001, we sold $500,000 in principal amount of convertible
debentures (the "Debentures") to Joseph F. Compagna, a Director of the Company.
Such sale was made pursuant to Rule 506 of the Securities Act.  The Debentures
are convertible into the common stock of the Company and also include a total of
200,000 warrants to purchase common stock.  All proceeds from the sale of
Debentures went to the Company and shall be used for working capital.

Management believes that it will be able to fund the operations of the
Company with the proceeds from the Company's private placement offerings until
the Company has developed the business of JetCo and is experiencing positive
cash flows.

If cash generated from operations is insufficient to satisfy the Company's
working capital and capital expenditure requirements, the Company may be
required to sell additional equity or debt securities. There can be no assurance
that such financing, if required, will be available on satisfactory terms, if at
all.

Risk Factors

     Risks or uncertainties that could be reasonably likely to have a material
adverse effect on the business of E-Z FON and the Company and may thereby
materially impact the Company's short-term or long-term liquidity and/or net
sales, revenues or income from continuing operations are: (1) Federal and/or
state regulations that may effect the ability of E-Z FON to complete its market
strategy; (2) Competition from the growing number of well financed CLECs
entering the marketplace who can operate for a longer period while flooding the
market place with low prices; (3) competition from Incumbent Local Exchange
Companies ("ILECs") and (4) retention of personnel.

     Risk Factors Specific to E-Z FON

     Regulation. E-Z FON's business segment, the telecommunications industry, is
subject to extensive regulation at both the Federal and state levels. Failure to
comply with the laws, rules and regulations could result in fines, suspension of
operating authority and/or revocation of operating authority, which would have a
material adverse effect upon the Company.

     Competition from other CLECs. E-Z FON will encounter intense competition in
all aspects of its business and will compete directly with many well financed
CLECs and new CLECs entering the market, many of which offer their customers a
broader range of telecommunication and other non-telecommunication related
services. These CLECs may have substantially greater resources and may have
greater operating efficiencies. In addition, CLECs with greater financial
resources may be able to under-cut our pricing and operate for a longer period
of time without having the concern of generating enough revenues to continue
operations.

     Competition from the ILECs. The Incumbent Local Exchange Carrier currently
offers a pre-paid service to the same customers that E-Z FON actively markets.
At this time ILECs are not pursuing this market segment to the same extent that
E-Z FON and other CLECs are. However, if the ILECs should decide to actively
pursue this market, E-Z FON may not be able to compete because of the greater
financial and other resources enjoyed by the ILECs. While it is not possible to
predict the type and extent of competitive services which ILECs may offer to
customers, E-Z FON may be adversely affected to the extent such services are
offered.

     Personnel. Most aspects of E-Z FON's business will be dependent on highly
skilled and experienced individuals. E-Z FON will devote considerable efforts to
recruiting and compensating those individuals and to providing incentives to


                                      11


encourage them to remain with the Company. Individuals associated with E-Z FON
may in the future leave at any time to pursue other opportunities. An inability
of E-Z FON to compete with other companies in salary and benefits could have an
adverse impact on E-Z FON's ability to attract and retain such personnel.


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

     In April 2001, we issued 321,453 shares of our common stock to Basic Phone,
Inc. pursuant to a covenant in our Stock Purchase Agreement with Basic Phone,
Inc., et. al., dated January 29, 2001 and filed as Exhibit 10.7 to Form 10-KSB/A
dated May 11, 2001. Such issuance was made pursuant to Rule 506 of the
Securities Act of 1933, as amended (the "Securities Act").

     Also, in April, 2001, we sold $500,000 in principal amount of convertible
debentures (the "Debentures") to Joseph F. Compagna, a Director of the Company.
Such sale was made pursuant to Rule 506 of the Securities Act.  The Debentures
are convertible into the common stock of the Company and also include a total of
200,000 warrants to purchase common stock.  All proceeds from the sale of
Debentures went to the Company and shall be used for working capital.


ITEM 3.   DEFAULTS IN SENIOR SECURITIES

     None.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


ITEM 5.   OTHER INFORMATION

     None


                                       12


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.


(b)  Reports on Form 8-K.

     On February 5, 2001, we filed a Current Report on Form 8-K concerning a
change in accounting firms which took place on January 29, 2001.

                                       13


     SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        WOLFPACK CORPORATION


Dated: May 23, 2001                     By: /s/ PETER L. COKER, SR.
                                           -------------------------
                                        Peter L. Coker, Sr.
                                        Chief Executive Officer and Treasurer

                                       14