<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-KSB

     (Mark One)
     [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934

                    For Fiscal Year Ended: December 31, 2000

                                       OR

     [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the transition period from ________________ to ________________


          Commission file number:   000-26479

                              Wolfpack Corporation

                    (Exact name of small business issuer as
                           specified in its charter)

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


The Europa Center, 100 Europa Drive, Suite 455,
       Chapel Hill, North Carolina                       27514

(Address of principal executive offices)               (Zip Code)

Issuer's telephone number:   (919) 933-2720

Securities registered under Section 12(b) of the Act:   None

Securities registered under Section 12(g) of the Act:   Common Stock, par value
                                                        -----------------------
$.001 per share
---------------

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                    Yes      X           No  __________
                         ---------
<PAGE>

     Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB. [ ]

     State issuer's revenues for its most recent fiscal year:  $1,023,268

     As of March 30, 2001, there were 19,147,570 shares of the registrant's
common stock, par value $0.001 issued and outstanding. Of these, 6,866,400
shares are held by non-affiliates of the registrant. The market value of
securities held by non-affiliates is $4,291,500 based on an assumed market value
per share of $0.625 based on the most recent sale price per share of the
registrant's common stock on March 30, 2001.

Transitional Small Business Disclosure Format (check one):

Yes   __________          No      X
                              ---------


DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933, as amended ("Securities
Act")-- N/A.
        ---

                                       2
<PAGE>

                               TABLE OF CONTENTS

Item Number and Caption                                                  Page
-----------------------                                                  ----

           Special Note Regarding Forward-Looking Statements..............  4
PART I

   1. Description of Business.............................................  4

   2. Description of Property.............................................  8

   3. Legal Proceedings...................................................  8

   4. Submission of Matters to a Vote of Security Holders.................  8

PART II

   5. Market for Common Equity and Related Stockholder Matters............  9

   6. Management's Discussion and Analysis of Financial Condition and
      Results of Operations............................................... 10

   7. Financial Statements................................................ 13

   8. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure................................................ 13

PART III

   9. Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act................... 13

  10. Executive Compensation.............................................. 15

  11. Security Ownership of Certain Beneficial Owners and Management...... 15

  12. Certain Relationships and Related Transactions...................... 17

  13. Exhibits and Reports on Form 8-K.................................... 18

                                       3
<PAGE>

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Except for historical information, this report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such forward-looking
statements involve risks and uncertainties, including, among other things,
statements regarding our business strategy, future revenues and anticipated
costs and expenses. Such forward-looking statements include, among others, those
statements including the words "expects," "anticipates," "intends," "believes"
and similar language. Our actual results may differ significantly from those
projected in the forward-looking statements. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in the section "Management's Discussion and Analysis of Financial Condition and
Results of Operations". You should carefully review the risks described in other
documents we file from time to time with the Securities and Exchange Commission.
You are cautioned not to place undue reliance on the forward-looking statements,
which speak only as of the date of this report. We undertake no obligation to
publicly release any revisions to the forward-looking statements or reflect
events or circumstances after the date of this document.



                                     PART I
                        ITEM 1. DESCRIPTION OF BUSINESS


The Industry

     The global telecommunications industry has undergone significant
transformation and growth in recent years due to continued deregulation and
technological innovation. The changing market for telecommunications services
created an opportunity for the growth of alternative local phone service
providers and enhanced telecommunications services providers

     A recent development in the telecommunications industry is the opening up
of competition in the approximately $87 billion domestic local
telecommunications market that had been traditionally the domain of the Regional
Bell Operating Companies (RBOCs) and GTE. The Telecommunications Act of 1996,
which was enacted in large part to increase competition in the local market
segment of the telecommunications industry, provided a framework for other
carriers to compete with LECs by reselling local telephone service. This has
created many opportunities for alternative providers in the local services
market. We believe that one source of potential customers is the unbanked
consumer presently not served by the LECs. The Federal Communications Commission
(the "FCC") estimates that as of November 1997, 6.3 million U.S. households did
not have local telephone service, representing 6.2% of the country's total
households. Many of these people are immigrants, students, temporary residents
and lower-income individuals, who in many instances do not have local telephone
service due to credit or identification problems. Since the enactment of the
Telecommunications Act, many telecommunications companies with CLEC authority
have sought to lease local phone lines from the LECs and sell service utilizing
the leased lines to the unbanked consumer on a prepaid flat monthly fee basis.
The companies developing local prepaid operations have generally advertised
through direct response media advertising and frequently distribute their
prepaid local services through payment centers such as check cashing stores,
rent-to-own stores or cash transmission facilities. (See Description of Business
- - Industry Definitions).

                                       4
<PAGE>

Our History

     Wolfpack Corporation, a Delaware corporation, was formed on March 16, 1998
to acquire AAM Investment Council, Inc. ("AAM"), a dormant investment advisory
business, and Dina Porter, Inc. ("Dina Porter"), a women's fashion retailer.

     In 2000, we acquired JetCo Communications Corporation, a Texas corporation
("JetCo"). JetCo has two subsidiaries: E-Z FON Services, Inc., a Texas
corporation ("E-Z Fon"), which provides prepaid local telephone service to
approximately 5,000 customers in Texas, and E-Z Wireless, Inc., a Texas
corporation (E-Z Wireless"), a prepaid cellular phone service provider operating
in Texas. During 2000, E-Z FON acquired 3,000 new customers and has established
distribution channels with outlets in most major cities in Texas. E-Z FON is
currently licensed to provide phone service in Texas.

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

     In conjunction with the acquisition of JetCo, we determined that it was in
our best interest to concentrate on our telecommunications business.
Accordingly, on October 1, 2000, we sold AAM and Dina Porter to Susan H. Coker
and Peter L. Coker, Sr. Under the terms of the sale, Mr. and Mrs. Coker acquired
all of the shares of common stock of Dina Porter and AAM in exchange for the
assumption of all of our guarantees for the obligations of Dina Porter and AAM
and 5,000 shares of our common stock.

     On January 29, 2001, we entered into an agreement to acquire BasicPhone,
Inc., a Texas corporation, which provides prepaid phone service to approximately
11,000 customers in Texas, Louisiana, Kansas, Oklahoma, Missouri, Mississippi,
Arkansas, Florida and Nevada. We anticipate completing the acquisition in late
April 2001.

     For financial information on the operations of our lines of business, see
the Consolidated Financial Statements commencing on page F-1 and the Notes
thereto.

Strategic Plan

     Our plan is to acquire both prepaid local phone service and conventionally
invoiced long distance telecommunications resellers and consolidate them through
"roll-up" transactions. Our goal is to reduce costs by centralizing various
operational functions. We also intend to re-market to conventionally invoiced
business and residential customers with customized packaged telecommunications
services, which include local phone service.

Operations

     Products and Telecommunication Services

     Prepaid local services. E-Z FON has CLEC authority to provide local
services in Texas. Under our CLEC authority, E-Z FON leases phone lines from the
local ILECs on a prepaid basis and sells prepaid local service to individual
consumers. E-Z FON charges the individual consumer a one-time activation fee and
monthly fees, payable in advance.

                                       5
<PAGE>

     Billing and Collection

     E-Z FON internally formats customer invoices and out-sources printing and
mailing. Our customers are given several payment options. These options include
payment by credit card, money order, check by phone or making a payment at any
one of our "Agent" locations. Agent locations are payment centers that are
located at certain check cashing establishments, cellular phone outlets,
convenience stores, rent-to-own stores and other local retailers. Offering
customers multiple options for making payments provides customer convenience and
facilitates prompt payment.

Competition

     Competition in the telecommunications industry is intense. Hundreds of
CLECs are operating now and many more will begin operations in the United States
during the next several years. In the second quarter of 2001, E-Z FON will begin
to provide long distance service, voice mail service and, in the third quarter,
dial-up Internet service in conjunction with its current service offering of
local telephone service. Many competitors already provide such services, and E-Z
FON will face heavy competition. Most of E-Z FON's competitors are better
financed than E-Z FON, therefore such competitors can afford to advertise on
television and utilize other advertising mediums that E-Z FON cannot afford to
do at this time.

Government Regulation

     The following summary of material regulatory developments and legislation
does not purport to describe all present and proposed federal, state and local
regulations and legislation affecting the telecommunications industry. Other
existing federal and state regulations are currently the subject of judicial
proceedings, legislative hearings and administrative proposals which could
change the manner in which this industry operates. Neither the outcome of these
proceedings, nor their impact upon the telecommunications industry or us, can be
predicted at this time.

     We are a communications carrier and our services are subject to varying
degrees of federal, state and local regulation. Pursuant to the Communications
Act of 1934 (the "Communications Act"), the FCC generally exercises jurisdiction
over the facilities of, and services offered by, telecommunications common
carriers that provide interstate or international communications services. The
state regulatory authorities retain jurisdiction over the same facilities and
services to the extent they are used to provide intrastate communications.

     Federal Regulation

     Comprehensive amendments to the Communications Act were made by the
Telecommunications Act of 1996 (the "Telecommunications Act"). The
Telecommunications Act effected plenary changes in regulation at both the
federal and state levels that affect virtually every segment of the
communications industry. The stated purpose of the Telecommunications Act is to
promote competition in all areas of communications and to reduce unnecessary
regulation to the greatest extent possible. Among other things, the
Telecommunications Act preempts, with certain exceptions, any state or local
government statute or regulation prohibiting any entity from providing
telecommunications service.

     The Telecommunications Act establishes a dual federal-state regulatory
scheme for eliminating barriers to competition faced by competitors to ILECs and
other new entrants into the local telephone market. Specifically, the
Telecommunications Act requires ILECs to resell local exchange service and to
provide CLECs with access to the various network elements in the ILEC's local
exchange networks. Certain other obligations imposed on ILECs also apply to
CLECs. These obligations include making

                                       6
<PAGE>

services available for resale, allowing number portability, providing dialing
parity and physical access to rights of way, and entering into reciprocal
compensation arrangements with other carriers for the transport and termination
of traffic on each other's facilities. These requirements may cause us to incur
additional administrative and regulatory expenses. Certain aspects of the
requirements of the Telecommunications Act continue to be subject to judicial
review.

     State Regulation

     We are currently subject to varying levels of regulation in states in which
we provide CLEC services. The vast majority of states require E-Z FON to apply
for authorization to provide telecommunications services before we commence
intrastate service, including local exchange services. This authorization
process generally requires the carrier to demonstrate that it has sufficient
financial, technical and managerial capabilities and that granting the
authorization will serve the public interest. Many states also impose various
reporting requirements which require compliance with service standards and
consumer protection rules and/or require prior approval for transfers of control
of certified carriers and assignments of carrier assets. Certificates of
authority can generally be conditioned, modified, canceled, terminated or
revoked by state authorities for failure to comply with state laws, rules,
regulations and policies. Fines and other penalties, including, for example, the
return of all monies received for intrastate traffic from residents of the
state, may be imposed for such violations.

Employees

     As of December 31, 2000 the Company employed 27 persons. Four of the
Company's employees serve as officers. None of the Company's employees is a
member of a labor union or covered by a collective bargaining agreement.

Industry Definitions

     The following are definitions of some of the commonly used
telecommunications acronyms, which appear in annual report.

     RBOC - Regional Bell Operating Company.  A service provider providing local
telephone service in a geographical area or region.  Regional Bell Operating
Companies include:  US West, Southwestern Bell, Bell South, Ameritech, Pacific
Telesis and Bell Atlantic.  GTE operates in all states and is considered a
General Telephone Operating Company.

     IXC - Inter-Exchange Carrier. A service provider providing long distance
services.

     LEC - Local Exchange Company.  A service provider providing local telephone
service.

     ILEC - Incumbent Local Exchange Company.  A service provider historically
providing local telephone service.

     CLEC - Competitive Local Exchange Company. A new form of service provider
that can provide local telephone services to customers who were historically a
customer of an ILEC. This type of service provider has the option to build its
own facilities or buy services from the ILEC and resell those services to its
customers.

     PCS - Personal Communications Service. A PCS is an advanced lower powered,
higher frequency competitor to cellular service using less expensive phones with
less range, lower costs and more services for the customer.

                                       7
<PAGE>

     ISP - Internet Service Provider.  A company that provides Internet access
to end users.

     ICP - Integrated Communications Provider. A company which provides many
types of telecommunications services to customers.

                        ITEM 2. DESCRIPTION OF PROPERTY

     The Company and its Subsidiaries maintain their executive and
administrative offices at The Europa Center, 100 Europa Drive, Suite 455, Chapel
Hill, North Carolina 27514.

     We also occupy 13,000 square feet of office space and warehouse facilities
at 2474 Manana Drive, Dallas, Texas 75220 pursuant to a three-year lease dated
May 2000 at a monthly rent of $5,450.

                           ITEM 3. LEGAL PROCEEDINGS

     None.

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

     None.

                                       8
<PAGE>

                        ITEM 5. MARKET FOR COMMON EQUITY
                        AND RELATED STOCKHOLDER MATTERS

Market Information

     Our common stock has been traded on the Over-the-Counter Bulletin Board
under the symbol "WLFP" since April 24, 2000. The following table sets forth,
for the fiscal quarters indicated, the high and low closing bid prices per share
of our common stock as reported on the Over-the-Counter Bulletin Board. The
quotations reflect inter dealer prices, without retail mark-up, mark-down or
commissions and may not represent actual transactions.


                                                     Common Stock
                                                 High              Low
Year Ending December 31, 2000
First Quarter                                     N/A              N/A
Second Quarter (First Available Quarter)        1.4375           .21875
Third Quarter                                     1.75            1.375
Fourth Quarter                                    1.50           .46875

Year Ending December 31, 2001
First Quarter                                    .8125              .50

     On March 30, 2001, the closing bid price of our common stock was $0.625.

Holders

     As of March 30, 2001, there were approximately 105 record holders of our
     common stock.

Dividends


     As of the date hereof, no cash dividends have been declared on our common
stock. Subject to the prior rights of any series of preferred stock which may
from time to time be outstanding, if any, holders of common stock are entitled
to receive ratably, dividends when, as, and if declared by the Board of
Directors out of funds legally available therefor. Under Delaware law, we may
only pay dividends out of capital and surplus, or out of certain enumerated
retained earnings, as those terms are defined under Delaware law. The payment of
dividends on its common stock is, therefore, subject to the availability of
capital and surplus or retained earnings as provided in Delaware law.

Recent sales of securities

     During 2000, the Company offered and sold 3,600,000 shares of its common
stock, at a price of $0.25 per share, aggregating $900,000, pursuant to Rule 506
of Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"). 600,000 of these shares were sold to Joseph F. Compagna, a Director of
the Company since April 2001.

     In March 2000, the Company issued 10,241,170 shares of its common stock to
the former shareholders of JetCo in exchange for all of the stock of JetCo. The
common stock issued to the shareholders of JetCo were issued pursuant to an
exemption from the registration requirements of the Act pursuant to Section
4(2).

                                       9
<PAGE>

                  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.

     The acquisition has been accounted for using the purchase method. 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 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

                                       10
<PAGE>

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 year ended December 31, 2000 as compared to
the year ended December 31, 1999.

     Currently, all of the Company's operations are conducted through its
subsidiaries: E-Z FON and E-Z WIRELESS.

     For the year ended December 31, 2000, the Company generated net sales of
$1,023,268 as compared to $612,585 for the year ended December 31, 1999,
representing an increase of $410,683 or approximately 67%. The Company's cost of
revenues for the year ended December 31, 2000 was $732,091, or 72% of net
sales, as compared to $415,485, or 68% of net sales, for the year ended December
31, 1999. The Company's gross profit on sales was $291,177, or 28% of sales, for
the year ended December 31, 2000, as compared to $197,100, or 32%, for the year
ended December 31, 1999.

     The Company's increase in cost of revenues was directly related to an
increase in revenues. The Company's subsidiary E-Z FON advertised the services
in more Texas markets and created an inside sales department to increase
revenues. Also, with an increase in revenues, the Company's cost of revenues
increased with the number of new customers.

     The Company's general and administrative costs aggregated approximately
$1,588,022, or 155% of net sales, for the year ended December 31, 2000 as
compared to $199,594, or 33% of net sales, for the year ended December 31, 1999,
representing an increase of $1,388,428. The increase in general and
administrative costs are directly related to E-Z FON for leasing and build out
costs of our call center, hiring of additional employees, increase in
depreciation and amortization and equipment leases.

Liquidity and Capital Resources

     The Company's cash increased from $13,518 at December 31, 1999 to $94,537
at December 31, 2000, an increase of $81,019.

                                       11
<PAGE>

     Cash used in operations was $624,149 for the year ended December 31, 2000,
and consisted primarily of a net loss of $1,420,524, net of depreciation and
amortization expense of $310,780, an increase in accounts payable of $216,368,
and an increase in payroll tax obligation of $189,984.

     Cash used in investing activities was $644,416 for the year ended December
31, 2000 and consisted primarily of purchases of property and equipment of
$225,155 and purchases of customer bases of $404,261.

     Cash provided by financing activities was $1,349,584 for the year ended
December 31, 2000 and consisted primarily of common stock issued for cash of
$900,000 and Wolfpack's purchases of JetCo stock prior to reverse acquisition of
$400,000.

     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.

     Thereafter, 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 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

                                       12
<PAGE>

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
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 7. FINANCIAL STATEMENTS

     The financial statements and supplementary data are included beginning
immediately following the signature page to this report. See Item 13 for a list
of the financial statements and financial statement schedules included.

                    ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
               ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     On January 29, 2001, we appointed the accounting firm of King Griffin &
Adamson P.C. as principal independent accountants for the fiscal year ended
December 31, 2000 to replace Thomas P. Monahan, CPA, who was dismissed as
principal independent accountant effective with such appointment. Thomas P.
Monahan, CPA will continue to perform certain accounting services for us.


     During the two most recent fiscal years and interim period subsequent
through January 29, 2001, there have been no disagreements with Thomas P.
Monahan, CPA on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure or any other reportable
events.

     Thomas P. Monahan, CPA's report on the financial statements for the past
two years contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles.


                                    PART II

          ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
           PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

                                       13
<PAGE>

Executive Officers and Directors

     The table below shows certain information about each of our officers and
directors.


Name                    Age      Position
----                    ---      --------

William W. Evans         44      Director and President
Peter L. Coker, Sr.      58      Director, Chief Executive Officer and Treasurer
Joseph F. Campagna       67      Director
Susan H. Coker           58      Secretary

     Directors of the Company serve for a term of one year or until their
successors are elected. Officers are appointed by, and serve at the pleasure of,
the Board of Directors. The Directors and Executive Officers of the Company are
as follows:

     William W. Evans, Director and President, has been President of the Company
since February 2001 and a Director of the Company since April 2001.
Mr. Evans has also been President of JetCo since its inception. Mr. Evans is a
founder of CCI, a domestic long distance telecommunications provider and played
a major role in the start up of Communications Gateway Network, Inc. (now
WINSTAR). Prior to that, he was President of CSI, a long distance
telecommunications provider. Mr. Evans was recently President of North American
Operations of United Technological Systems, Inc. d/b/a Uni-Tel, an international
telecommunications provider of long distance, Internet Service, wireless
services, local phone service and Internet coffee shops on three continents. He
has extensive experience in all areas of the telecommunications industry,
including long distance service, local phone service, wireless, carrier
services, and prepaid Internet services, as well as conventionally invoiced
Internet services as founder of CyberTel Corporation.

     Peter L. Coker, Sr., Chief Executive Officer and Director, has held the
office and of Chief Executive Officer and Treasurer, and has been a Director of
the Company since inception. In addition, Mr. Coker held the office of President
of the Company from inception through February 2001. Mr. Coker has been a
Partner and Senior Managing Director of Capital Investment Partners, an
investment banking firm located in Raleigh, North Carolina since June of 1996.
Since November of 1979, he has also served as President and Director of American
Asset Management, Inc. ("AAM"), an investment advisory firm located in New York
City. Mr. Coker founded AAM in 1978. Mr. Coker served as President and Assistant
Secretary of AAM since it was formed in February 1990 until June 1996. Mr. Coker
currently acts as a consultant to AAM. Mr. Coker is also a Director of Dina
Porter, Inc. Mr. Coker is currently a member of the Board of Directors of the
following companies: Remote Source Light.com, Inc., Centennial Venture Partners,
LLC, etrials, Inc. and North Carolina State University Investment Fund.
Mr. Coker is also a member of the New York Society of Security Analysts. Peter
L. Coker, Sr. and Susan H. Coker are married to each other.

     Joseph F. Campagna, Director, has served as a Director of the Company since
April 2001.  Mr. Campagna was a co-founder of TransCapital Corporation.  Since
1969, Mr. Campagna has participated in the growth and development in all aspects
of leverage and tax oriented leasing.  Prior to 1969, Mr. Campagna was a
consultant to the Secretary of Commerce and an Associate Professor at the
graduate school of American University.  Mr. Campagna holds a degree in logic
from the College of William & Mary.

     Susan H. Coker, Secretary, has held the office of Secretary of the Company
and Subsidiary since inception.  Mrs. Coker was Director of the Company from
inception until April 2001.  Since February 1990, Mrs. Coker has served as
Secretary and Treasurer and as sole Director of AAM. From

                                       14
<PAGE>

September 1983 to January 1999, Mrs. Coker was the sole proprietor of Dina
Porter.  Since May 1998, Mrs. Coker has held the office of President and has
served as a Director of Dina Porter.  Peter L. Coker, Sr. and Susan H. Coker are
married to each other.

Compliance with Section 16(a) of the Exchange Act.

     To our knowledge, no officers, directors, beneficial owners of more than
ten percent of any class of our equity securities registered pursuant to Section
12 of the Exchange Act or any other person subject to Section 16 of the Exchange
Act with respect to us, failed to file on a timely basis reports required by
Section 16(a) of the Exchange Act during the most recent fiscal year, which
ended December 31, 2000.

                         ITEM 10. EXECUTIVE COMPENSATION

     Executive Compensation

     The following table shows compensation earned during the fiscal years ended
December 31, 2000, 1999 and 1998 by our President and our executive officers who
made $100,000 or more last year.

                           Summary Compensation Table

<TABLE>
<CAPTION>

                                                                                           Long Term Compensation
                                                                                           ----------------------
                                  Annual Compensation                               Awards                       Payouts
                                 -------------------                                ------                       -------
                                                             Other Annual  Restricted    Securities                   All Other
      Name &                                                 Compensation  Stock Awards  Underlying     LTIP Payouts Compensation
 Principal Position     Year      Salary ($)      Bonus ($)      ($)          ($)       Options/SARs (#)   ($)           ($)
 ------------------     ----      ----------      ---------      ---          ---       ----------------   ---           ---
<S>                 <C>      <C>        <C>            <C>            <C>              <C>
William W. Evans,       2000      $150,000          N/A          N/A          N/A          N/A              N/A          N/A
  President
                        1999            -            -            -            -            -                -            -
                        1998            -            -            -            -            -                -            -

Peter L. Coker, Sr.,    2000      $  7,000          N/A          N/A          N/A          N/A              N/A          N/A
 CEO
                        1999            -            -            -            -            -                -            -
                        1998            -            -            -            -            -                -            -

</TABLE>
Susan H. Coker served without compensation for the year ended December 31, 2000.


                     ITEM 11. SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

     The following information relates to those persons known to the Company to
be the beneficial owner of more than five percent (5%) of the Common Stock, par
value $.001 per share, the only class of voting securities of the Company
outstanding as of March 31, 2001.

                                       15
<PAGE>

<TABLE>
<CAPTION>
                               Name and Address of              Amount and Nature of         Percentage of
Title of Class                 Beneficial Owner                 Beneficial Ownership         Class*
-----------------------------------------------------------------------------------------------------------


<S>                            <C>                              <C>                         <C>
Common Stock, par value        William W. Evans                 8,691,170                         45.4%
$.001 per share                3116 Irvine Drive
                               Carrollton, TX 75007             Direct


Common Stock, par value        Susan H. Coker                   1,495,000 shares                   7.8%
$.001 per share                12804 Morehead
                               Chapel Hill, NC 27514-8443       Direct


Common Stock, par value        Joseph F. Campagna               1,600,000                          8.4%
$.001 per share                11428 Purple Beech Drive
                               Reston, VA 20191                 Direct
</TABLE>

*      Based on 19,147,570 shares issued and outstanding.

Security Ownership of Management

     The number of shares of Common Stock of the Company owned by the Directors
and Executive Officers of the Company as of March 31, 2001 is as follows:

<TABLE>
<CAPTION>
                               Name and Address of              Amount and Nature of         Percentage of
Title of Class                 Beneficial Owner                 Beneficial Ownership         Class*
-----------------------------------------------------------------------------------------------------------
<S>                            <C>                              <C>                            <C>
Common Stock, par value        William W. Evans                 8,691,170                         45.4%
$.001 per share                3116 Irvine Drive
                               Carrollton, TX 75007             Direct


Common Stock, par value        Susan H. Coker                   1,495,000 shares(1)                7.8%
$.001 per share                12804 Morehead
                               Chapel Hill, NC 27514-8443       Direct


Common Stock, par value        Peter L. Coker                   495,000 shares(1)                  2.6%
$.001 per share                12804 Morehead
                               Chapel Hill, NC 27514-8443       Direct


Common Stock, par value        Joseph F. Campagna               1,600,000                          8.4%
$.001 per share                11428 Purple Beech Drive
                               Reston, VA 20191                 Direct


Common Stock, par value        All Officer and Directors as a   12,281,170 shares                 64.2%
$.001 per share                Group (4 persons)
</TABLE>

*      Based on 19,147,570 shares issued and outstanding.

(1)    Mr. and Mrs. Coker own 495,000 shares of stock as tenants by the
       entirety.

     We have not contacted stock brokerage firms holding shares of our common
stock in "street name" to determine whether there are additional substantial
shareholders of us.

                                       16
<PAGE>

            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On January 4, 1999, the Company entered into the AAM Acquisition Agreement
and the Dina Porter Acquisition Agreement. The terms of the Acquisition
Agreements are identical in most respects. Under the terms of the Acquisition
Agreements, the Company acquired all the issued and outstanding stock of AAM
from the shareholders of AAM in exchange for 1,000,000 shares of the Common
Stock of the Company, and acquired all the issued and outstanding shares of
stock of Dina Porter from its shareholders in exchange for 1,000,000 shares of
the Common Stock of the Company. The shares of Common Stock issued to the
shareholders of AAM and Dina Porter were issued pursuant to an exemption from
the registration requirements of the Securities Act pursuant to Section
4(2)thereof.

     On August 23, 1999, the Company made a short term loan of $94,500, with
interest of 6% per year to its Chief Executive Officer, Peter L. Coker, Sr.  Mr.
Coker repaid the loan in full with interest on October 14, 1999.

     During 2000, we issued 3,600,000 shares of our common stock in a private
placement pursuant to Rule 506 of the Securities Act at a price of $0.25 per
share. The total proceeds to the Company from this offering were $900,000.
600,000 of these shares were sold to Joseph F. Campagna, a Director of the
Company since April 2001.

     On March 31, 2000, we acquired all of the stock of JetCo in exchange for
10,241,170 shares of our common stock. In this transaction, our President,
William Evans, received 8,691,170 shares of our common stock, making him the
largest single shareholder of the Company.

     During 2000, William Evans contributed computer software with an estimated
fair value of $450,000 to the Company. The software was developed by Mr. Evans.

     Also during 2000, the Company was advanced $96,000 by certain shareholders
of the Company. These advances do not have specific repayment terms.

     In Conjunction with the acquisition of JetCo, we chose to concentrate our
efforts on our telecommunications business. Accordingly, on September 30, 2000,
we sold AAM and Dina Porter to Susan H. Coker (the Secretary of the Company) and
Peter L. Coker, Sr. (Director and Chief Executive Officer of the Company). Under
the terms of the Agreement, Mr. And Mrs. Coker acquired all of the shares of
common stock of Dina Porter and AAM in exchange for the assumption of all of our
guarantees for the obligations of Dina Porter and AAM and 5,000 shares of our
common stock.

                                       17
<PAGE>

                   ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K

     (a) The following documents are filed as part of this report.

<TABLE>
<CAPTION>
1.    Financial Statements                                                                 Page
                                                                                           ----
<S>   <C>                                                                              <C>
      Wolfpack Corporation and Subsidiaries:

      Report of King Griffin & Adamson, P.C., Independent Certified Public Accountant...... F-2

      Consolidated Balance Sheet at December 31, 2000...................................... F-3

      Consolidated Statement of Operations for the year ended December 31, 2000............ F-4

      Consolidated Statement of Stockholders' Equity for the year ended December 31, 2000.. F-5

      Consolidated Statement of Cash Flows for the year ended December 31, 2000............ F-6

      Notes to Consolidated Financial Statements........................................... F-7

      FaithNet Telecommunications, Inc.:

      Report of Thomas P. Monahan, CPA..................................................... F-17

      Balance Sheet at December 31, 1999................................................... F-18

      Statement of Operations for the year ended December 31, 1999......................... F-19

      Statement of Stockholders' Equity for the year ended December 31, 1999............... F-20

      Statement of Cash Flows for the year ended December 31, 1999......................... F-21

      Notes to Financial Statements........................................................ F-22

2.    Financial Statement Schedules

      All financial statement schedules are omitted because they are not
applicable or the required information is shown in the financial statements or
notes thereto.

3.     Exhibits

       (a) The following exhibits are included as part of this report:

       Exhibit

       Number                      Title of Document

       2.1*   Acquisition Agreement dated as of January 4, 1999 by and between
              Wolfpack Corporation, Wolfpack Subsidiary Corp. and AAM Investment
              Council, Inc.

       2.2*   Acquisition Agreement dated as of January 4, 1999 by and between
              Wolfpack Corporation, Wolfpack Subsidiary Corp. and Dina Porter,
              Inc.
</TABLE>

                                       18
<PAGE>

    3.1*      Certificate of Incorporation of Registrant

    3.2*      By-laws of Registrant

    10.1**    Common Stock Purchase Agreement by and between Wolfpack
              Corporation and JetCo Communications Corporation dated as of
              January 13, 2000

    10.2**    Addendum to the Common Stock Purchase Agreement by and between
              Wolfpack Corporation and JetCo Communications Corporation dated as
              of March 15, 2000

    10.3**    Common Stock Purchase Agreement by and between Wolfpack
              Corporation and JetCo Communications Corporation dated as of March
              31, 2000

    10.4**    Common Stock Purchase Agreement by and among William W. Evans, Ira
              A. Hunt, Jr., John Patrick Wellington, Michelle Maidenberg and
              Wolfpack Corporation dated as of March 31, 2000

    10.5**    Press Release dated April 20, 2000

    10.6      Stock Purchase Agreement dated as of October 1, 2000 by and among
              Susan H. Coker, Peter L. Coker, Sr. and the Registrant

    10.7****  Stock Purchase Agreement dated as of January 29, 2001 by and among
              the Registrant, Basic Phone, Inc., Warren J. Landry, Jr., Sonda J.
              Landry, Shari Ernest, Chad Kibodeaux, Christopher Kovatch and Tara
              Greenwood.

    16***     Letter from Thomas P. Monahan, CPA dated February 5, 2001

    21        List of Subsidiaries of the Registrant

    (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. There were no reports
on Form 8-K during the quarter ended December 31, 2000.


--------------------------
*      Incorporated by reference to the registration statement on Form 10-SB
       filed June 23, 1999.
**     Incorporated by reference to the current report on Form 8-K filed April
       21, 2000.
***    Incorporated by reference to the current report on Form 8-K filed on
       February 5, 2001.
****   To be filed by Amendment.
                                       19
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.

                                 WOLFPACK CORPORATION

Dated:  April 19, 2001           By:            /s/ PETER L. COKER, SR.
                                        ----------------------------------------
                                        Peter L. Coker, Sr.
                                        Chief Executive Officer, Treasurer
                                        and Director

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 19th day of April, 2001.

                                 By:            /s/ PETER L. COKER, SR.
                                        ----------------------------------------
                                        Peter L. Coker, Sr.
                                        Chief Executive Officer,
                                        (Principal Executive Officer) Treasurer
                                        (Principal Financial Officer) and
                                        Director

                                 By:            /s/ WILLIAM W. EVANS
                                        ----------------------------
                                        William W. Evans
                                        President and Director

                                 By:            /s/ JOSEPH F. CAMPAGNA
                                        ------------------------------
                                        Joseph F. Campagna
                                        Director

                                      S-1
<PAGE>

Exhibit Index:

Exhibit
Number                               Title of Document

2.1*    Acquisition Agreement dated as of January 4, 1999 by and between
        Wolfpack Corporation, Wolfpack Subsidiary Corp. and AAM Investment
        Council, Inc.

2.2*    Acquisition Agreement dated as of January 4, 1999 by and between
        Wolfpack Corporation, Wolfpack Subsidiary Corp. and Dina Porter, Inc.

3.1*    Certificate of Incorporation of Registrant

3.2*    By-laws of Registrant

10.1**  Common Stock Purchase Agreement by and between Wolfpack Corporation and
        JetCo Communications Corporation dated as of January 13, 2000

10.2**  Addendum to the Common Stock Purchase Agreement by and between Wolfpack
        Corporation and JetCo Communications Corporation dated as of March 15,
        2000

10.3**  Common Stock Purchase Agreement by and between Wolfpack Corporation and
        JetCo Communications Corporation dated as of March 31, 2000

10.4**  Common Stock Purchase Agreement by and among William W. Evans, Ira A.
        Hunt, Jr., John Patrick Wellington, Michelle Maidenberg and Wolfpack
        Corporation dated as of March 31, 2000

10.5**  Press Release dated April 20, 2000

10.6    Stock Purchase Agreement dated as of October 1, 2000 by and among Susan
        H. Coker, Peter L. Coker, Sr. and the Registrant

10.7****Stock Purchase Agreement dated as of January 29, 2001 by and among the
        Registrant, Basic Phone, Inc., Warren J. Landry, Jr., Sonda J. Landry,
        Shari Ernst, Chad Kibodeaux, Christopher Kovatch and Tara Greenwood.

16***   Letter from Thomas P. Monahan, CPA dated February 5, 2001

21      List of Subsidiaries of the Registrant

-------------------------
*       Incorporated by reference to the registration statement on Form 10-SB
        filed June 23, 1999.
**      Incorporated by reference to the current report on Form 8-K filed April
        21, 2000.
***     Incorporated by reference to the current report on Form 8-K filed on
        February 5, 2001.
****    To be filed by Amendment

                                      S-2
<PAGE>

                      WOLFPACK CORPORATION AND SUBSIDIARIES


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>


                                                                                    Page
<S>                                                                                 <C>

Report of Independent Certified Public Accountants - King Griffin & Adamson P.C...   F-2

Financial Statements

   Consolidated Balance Sheet at December 31, 2000................................   F-3

   Consolidated Statement of Operations for the year ended December 31, 2000......   F-4

   Consolidated Statement of Changes in Stockholders' Equity for the year ended
   December 31, 2000..............................................................   F-5

   Consolidated Statement of Cash Flows for the year ended December 31, 2000......   F-6

   Notes to Consolidated Financial Statements.....................................   F-7
</TABLE>

                                      F-1
<PAGE>

               Report of Independent Certified Public Accountants
               --------------------------------------------------


To the Board of Directors and Shareholders
Wolfpack Corporation

We have audited the accompanying consolidated balance sheet of Wolfpack
Corporation and Subsidiaries as of December 31, 2000, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Wolfpack Corporation
and Subsidiaries as of December 31, 2000, and the results of their operations
and their cash flows for the year then ended in conformity with generally
accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As shown in the accompanying
consolidated financial statements, the Company incurred a net loss from
continuing operations of $1,277,637 for the year ended December 31, 2000, and as
of December 31, 2000 the Company's current liabilities exceeded its current
assets by $806,116. These factors, among others as discussed in Note C to the
consolidated financial statements, raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note C. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.



                                                     KING GRIFFIN & ADAMSON P.C.

Dallas, Texas
March 15, 2001

                                      F-2
<PAGE>

                      WOLFPACK CORPORATION AND SUBSIDIARIES


                           CONSOLIDATED BALANCE SHEET
                                December 31, 2000


                                     ASSETS
                                     ------
<TABLE>
<S>                                                                     <C>
Current assets
 Cash and cash equivalents                                             $   94,537
 Inventory                                                                 18,431
 Prepaid expenses                                                           8,050
 Other current assets                                                       5,121
                                                                       ----------

     Total current assets                                                 126,139

Property, equipment and software, net                                     885,874

Other assets
 Acquired customer base, net of accumulated amortization of $136,902      267,359
 Goodwill, net of accumulated amortization of $30,673                      15,337
 Other assets                                                              32,923
                                                                       ----------

     Total other assets                                                   315,619
                                                                       ----------

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

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities
 Accounts payable                                                      $  428,205
 Payroll tax obligation                                                   189,984
 Current portion of capital lease obligations                             152,037
 Advances from related parties                                             96,000
 Deferred revenue                                                          66,029
                                                                       ----------

     Total current liabilities                                            932,255

Capital lease obligations, less current portion                           133,424

Commitments and Contingencies (Note J)

Stockholders' 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,
  19,147,570 shares issued and outstanding                                 19,148
  Additional paid-in capital                                            1,663,329
  Accumulated deficit                                                  (1,420,524)
                                                                       ----------

    Total stockholders' equity                                            261,953
                                                                       ----------

           Total liabilities and stockholders' equity                   1,327,632
                                                                       ==========
</TABLE>
The accompanying notes are an integral part of this consolidated financial
statement.

                                      F-3
<PAGE>

                     WOLFPACK CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS
                      For the year ended December 31, 2000


<TABLE>
<CAPTION>


<S>                                                                    <C>
Revenue                                                                $ 1,023,268

Cost of revenues                                                           732,091
                                                                       -----------

     Gross profit                                                          291,177

General and administrative expense                                       1,588,022
                                                                       -----------

Operating loss                                                          (1,296,845)

Other income (expense)
 Interest expense                                                          (13,711)
 Other income                                                               32,919
                                                                       -----------

     Total other income (expense)                                           19,208
                                                                       -----------

Loss from continuing operations                                         (1,277,637)

Discontinued operations
 Income from discontinued operations (net of income taxes of $0)             1,965
 Loss on sale of discontinued segments (net of income taxes of $0)        (144,852)
                                                                       -----------

     Loss from discontinued operations                                    (142,887)
                                                                       -----------

Net loss                                                               $(1,420,524)
                                                                       ===========

Net loss per share from continuing operations - basic and diluted      $     (0.08)

Net loss per share from discontinued operations - basic and diluted          (0.01)
                                                                       -----------

Net loss per share - basic and diluted                                 $     (0.09)
                                                                       ===========

Weighted-average number of shares outstanding - basic and diluted       16,628,777
                                                                       ===========

</TABLE>
The accompanying notes are an integral part of this consolidated financial
statement.

                                      F-4
<PAGE>

                      WOLFPACK CORPORATION AND SUBSIDIARIES


                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                      For the year ended December 31, 2000



<TABLE>
<CAPTION>

                                        Common Stock        Additional
                                  ------------------------    Paid-in    Accumulated
                                    Shares       Amount       Capital      Deficit        Total
                                  -----------  -----------  -----------  ------------  ------------
<S>                               <C>          <C>          <C>          <C>           <C>
Balances at January 1, 2000        5,311,400      $ 5,311   $  584,471   $  (242,754)  $   347,028

 Issuance of common stock and
   recapitalization in reverse
   acquisition transaction        10,241,170       10,242     (260,044)      242,754        (7,048)

 Capital contribution                      -            -      450,000             -       450,000

 Common stock issued for cash      3,600,000        3,600      896,400             -       900,000

 Common stock received and
   retired for sale of
   discontinued segments              (5,000)          (5)      (7,498)            -        (7,503)

 Net loss                                  -            -            -    (1,420,524)   (1,420,524)
                                  ----------      -------   ----------   -----------   -----------

Balances at December 31, 2000     19,147,570      $19,148   $1,663,329   $(1,420,524)  $   261,953
                                  ==========      =======   ==========   ===========   ===========

</TABLE>
The accompanying notes are an integral part of this consolidated financial
statement.

                                      F-5
<PAGE>

                      WOLFPACK CORPORATION AND SUBSIDIARIES


                      CONSOLIDATED STATEMENT OF CASH FLOWS
                      For the year ended December 31, 2000
<TABLE>
<S>                                                                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                                                 $(1,420,524)
 Loss from discontinued operations                                            142,887
 Adjustments to reconcile net loss to cash used in operating activities
  from continuing operations
  Depreciation and amortization                                               310,780
  Change in operating assets and liabilities
   Accounts receivable                                                         72,382
   Inventory                                                                  (17,383)
   Prepaid expenses                                                            (7,300)
   Other current assets                                                        (4,012)
   Other assets                                                               (30,473)
   Accounts payable                                                           216,368
   Payroll tax obligation                                                     189,984
   Deferred revenue                                                            66,029
                                                                          -----------
     TOTAL CASH USED IN CONTINUING OPERATIONS                                (481,262)

     TOTAL CASH USED IN DISCONTINUED OPERATIONS                              (142,887)
                                                                          -----------

     TOTAL CASH FLOWS USED IN OPERATIONS                                     (624,149)

CASH FLOWS FROM INVESTING ACTIVITIES
 Cash paid for acquisition of E-Z Wireless                                    (15,000)
 Purchase of property, equipment and software                                (225,155)
 Purchase of customer bases                                                  (404,261)
                                                                          -----------

     TOTAL CASH FLOWS USED IN INVESTING ACTIVITIES                           (644,416)

CASH FLOWS FROM FINANCING ACTIVITIES

 Common stock issued for cash                                                 900,000
 Wolfpack purchases of JetCo stock prior to reverse acquisition               400,000
 Principal payments on capital leases                                         (46,416)
 Advances from related parties                                                 96,000
                                                                          -----------

     TOTAL CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                      1,349,584
                                                                          -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                      81,019

CASH AND CASH EQUIVALENTS BEGINNING OF YEAR                                    13,518
                                                                          -----------

CASH AND CASH EQUIVALENTS END OF YEAR                                     $    94,537
                                                                          ===========
NON-CASH INVESTMENTS AND FINANCING ACTIVITIES:
   Software contributed by majority shareholder                           $   450,000
                                                                          ===========
   Property, equipment and software acquired through
   capital leases                                                         $   331,877
                                                                          ===========
   Net assets acquired through issuance of common stock                   $   379,738
                                                                          ===========
   Common stock received and retired for sale of discontinued
   segments                                                               $     7,503
                                                                          ===========
</TABLE>
The accompanying notes are an integral part of this consolidated financial
statement.

                                      F-6
<PAGE>

NOTE A - 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 herein are those of JetCo and its subsidiaries. The fair
value of the assets acquired at March 31, 2000 was $779,738 (see Note D).

E-Z Fon provides prepaid local and cellular phone service to approximately 4,500
customers in several states. E-Z FON 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. The discontinued operations of Dina Porter and AAM have been
included in the statement of operations from March 31, 2000 (the date of the
reverse acquisition) through September 30, 2000 (the date the two companies were
sold).


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation
-------------

The accompanying consolidated financial statements include the accounts of the
Company and all of its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation.

Cash and Cash Equivalents
-------------------------

The Company considers all highly liquid debt instruments purchased with original
maturities of three months or less to be cash equivalents.

                                      F-7
<PAGE>

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Inventory
---------

Inventory consists of phones and phone accessories that are valued at the lower
of cost, using the first-in first-out method, or market.

Property, Equipment and Software
--------------------------------

Depreciation of property, equipment and software is computed using the straight-
line method over the estimated asset life. Amortization of leasehold
improvements is computed using the straight-line method over the shorter of the
estimated useful life of the assets or the remaining lease term.


     Computer software and equipment               3 years
     Furniture, fixtures and equipment             5 years
     Leasehold improvements                        3 years


Depreciation and amortization of property, equipment and software totaled
$143,205 for the year ended December 31, 2000.

Acquired Customer Base
----------------------

The cost of acquired customer base is capitalized and amortized using the
straight-line method over the estimated useful life of the acquired customer
base, one year. Amortization expense of acquired customer bases totaled $136,902
for the year ended December 31, 2000.

Goodwill
--------

Goodwill results from the difference between the purchase price paid by the
Company over the estimated fair market value of the net assets of acquired
entities. Goodwill is being amortized using the straight-line method over the
estimated life of the goodwill, one year. Amortization expense of goodwill
totaled $30,673 for the year ended December 31, 2000.


Long-Lived Assets
-----------------

The Company accounts for the impairment and disposition of long-live assets in
accordance with Statement of Financial Accounting Standards (SFAS) No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of. In accordance with SFAS No. 121, long-lived assets are reviewed
for impairment whenever events or changes in circumstances indicate that their
carrying value may not be recoverable. These evaluations include comparing the
future undiscounted cash flows of such assets to the carrying value. If the
carrying value exceeds the future undiscounted cash flows, the assets are
written down to their fair value. Their was no impairment of the value of such
assets for the year ended December 31, 2000.

                                      F-8
<PAGE>

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Income Taxes
------------

The Company utilizes the assets and liability approach to financial accounting
and reporting for income taxes. Deferred income tax assets and liabilities are
computed annually for differences between the financial statements and tax basis
of assets and liabilities that will result in taxable or deductible amounts in
the future based on enacted tax laws and rates applicable to the periods in
which the differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense or benefit is the tax payable
or refundable for the period plus or minus the change during the period in
deferred tax assets and liabilities.

Revenue Recognition
-------------------

The Company recognizes revenue as services are provided. The Company records
deferred revenue when customers pay in advance for services being provided.

Advertising Costs
-----------------

Advertising costs are expensed the first time the advertising takes place. For
the year ended December 31, 2000, advertising expense was $55,680.

Loss Per Share
--------------

Basic and diluted loss per share is computed by dividing consolidated net loss
by the weighted average number of shares of common stock outstanding during the
year. Common stock equivalents are not included in the diluted loss per share
for the year ended December 31, 2000 as they are antidilutive.

Fair Value of Financial Instruments
-----------------------------------

The recorded amounts of financial assets and liabilities at December 31, 2000
approximate fair value based on the Company's incremental borrowing rate or due
to the relatively short period of time between origination of the instruments
and their expected realization.

Concentration of Credit Risk
----------------------------

Cash in bank accounts is at risk to the extent that it exceeds Federal Deposit
Insurance Corporation insured amounts. To minimize risk, the Company places its
cash with high credit quality institutions.


Accounting for the Costs of Computer Software Developed or Obtained for Internal
--------------------------------------------------------------------------------
Use
---

The Company, under the provisions of Statement of Positions 98-1, "Accounting
for Costs of Computer Software Developed or Obtained for Internal Use," is
capitalizing software that was developed internally. Development costs are
charged to expense when incurred until the application development stage for the
product has been established, at which time the costs are capitalized until
design of chosen path, coding, installation of hardware and testing are

                                      F-9
<PAGE>

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


completed. During the year ended December 31, 2000, the Company capitalized
$156,769 of software costs and $450,000 of software was contributed by the
Company's majority shareholder as discussed in Note K. Amortization expense
related to the software was $101,120 for the year ended December 31, 2000 and
accumulated amortization was $101,120 at December 31, 2000.

Use of Estimates
----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
effect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


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
from continuing operations of $1,277,637 in 2000, used cash in operations from
continuing operations of $481,262 during 2000 and at December 31, 2000 current
liabilities exceeded current assets by $806,116.


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 - ACQUISITIONS

On January 14, 2000, with an effective date of January 1, 2000, JetCo acquired
100% of the outstanding common stock of FaithNet Telecommunications, Inc. Prior
to the acquisition of FaithNet Telecommunications, Inc., JetCo had no
operations. The purchase consideration was $36,208, plus the assumption of
liabilities of $138,623. The acquisition was accounted for as a purchase.
FaithNet Telecommunications, Inc. subsequently changed its name to E-Z Fon
Services, Inc.


A summary of the fair value of assets acquired and liabilities assumed is as
follows:

                                      F-10
<PAGE>

NOTE D - ACQUISITIONS (Continued)

       Current assets            $  14,268
       Property and equipment       22,047
       Other assets                  2,450
       Acquired customer base      136,066
       Current liabilities        (138,623)
                                 ---------
       Cash paid                 $  36,208
                                 =========

On March 31, 2000 Wolfpack acquired 100% of the outstanding common stock of
JetCo in exchange for 10,241,170 shares of Wolfpack common stock. This
transaction has been recorded as a reverse acquisition. A summary of the fair
value of the Wolfpack assets acquired and liabilities assumed is as follows:

       Current assets            $374,904
       Property and equipment      53,804
       Investment in JetCo        400,000
       Other assets                 5,500
       Current liabilities        (54,470)
                                 --------
       Net assets acquired       $779,738
                                 ========

On April 14, 2000, JetCo acquired 100% of the outstanding common stock of E-Z
Wireless. The purchase consideration was $15,000 plus the assumption of
liabilities of $53,160. The acquisition was accounted for as a purchase.

A summary of the fair value of assets acquired and liabilities assumed is as
follows:

       Current assets         $ 22,150
       Goodwill                 46,010
       Current liabilities     (53,160)
                              --------
       Cash paid              $ 15,000
                              ========

The financial statements include the operations of E-Z Wireless from the date of
purchase and E-Z Fon for all periods presented.

                                      F-11
<PAGE>

NOTE E - PROPERTY, EQUIPMENT AND SOFTWARE

Property, equipment and software consists of the following at December 31, 2000:

     Computer software and equipment                   $ 619,269
     Furniture, fixtures and equipment                   381,076
     Leasehold improvements                               29,238
     Less accumulated depreciation and amortization     (143,709)
                                                       ---------

                                                       $ 885,874
                                                       =========

NOTE F - 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. 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 December 31, 2000 is $189,984 and
has been reflected in the accompanying consolidated financial statements as
Payroll Tax Obligation.


NOTE G - CAPITAL LEASE OBLIGATIONS

  Capital lease obligations, payable in monthly installments

    ranging from $112 to $8,074, maturing at various dates

    from June 2002 through July 2003,  collateralized

  by the related equipment                                       $ 320,395


Less amount representing interest on capital lease obligations

  imputed at a rate of 11%                                         (34,934)
                                                                 ---------

                                                                   285,461
Less current maturities                                           (152,037)
                                                                 ---------

                                                                 $ 133,424
                                                                 =========

                                      F-12
<PAGE>

NOTE G - CAPITAL LEASE OBLIGATIONS (Continued)

  Aggregate maturities of the capital lease obligations at December 31, 2000,
are as follows:

     Year ending
     December 31,
     ------------
       2001                                                      $ 152,037
       2002                                                        104,649
       2003                                                         28,775
       ----                                                       --------
                                                                  $285,461
                                                                  ========

NOTE H - INCOME TAXES

Following is a reconciliation of the Company's income tax benefit with the
amount of tax computed at the federal statutory rate:

     Tax benefit at statutory rate                               $(482,978)
     Change in valuation allowance                                 386,328
     Items not deductible for income tax purposes                   48,068
     Effect of loss on discontinued operations                      48,582
                                                                 ---------
                                                                 $       -
                                                                 =========


The components of the Company's deferred tax assets and liabilities are as
follows:


                                          Non current deferred tax assets

     Net operating loss carryforward                            $ 351,969
     Contribution carryforward                                      1,190
     Intangible assets                                             46,769

    Non current deferred tax liability
     Property and equipment                                       (13,600)

    Less valuation allowance                                     (386,328)
                                                                ---------

    Net non current deferred tax asset                          $       -
                                                                =========


A valuation allowance has been provided against deferred tax assets at December
31, 2000, because of uncertainties regarding their ultimate realization.

                                      F-13
<PAGE>

The Company has net operating loss carryovers at December 31, 2000 of
approximately $1,035,000 that expire, if not utilized, in 2020.


NOTE I - DISCONTINUED OPERATIONS

Effective September 30, 2000, the Company sold Dina Porter and AAM to a Wolfpack
shareholder in exchange for 5,000 shares of the Company's common stock. The
transaction was valued at $7,503. Net assets and liabilities disposed of are as
follows:

                             Dina Porter    AAM
                             ------------   ---

Cash                          $  19,880    $1,978
Inventory                       133,473      --
Property and equipment, net      49,384      --
Other assets                      5,500      --
                              ---------    ------
    Total assets                208,237     1,978

Advance from shareholder         54,000      --
Accounts payable                  3,860      --
                              ---------    ------
    Total liabilities            57,860      --
                              ---------    ------

    Net assets disposed of    $ 150,377    $1,978
                              =========    ======

The operating results of Dina Porter and AAM for the six month period ended
September 30, 2000 were as follows:

                             Dina Porter    AAM
                             ------------   ---


Revenues                      $ 347,162    $ --
Cost of goods sold             (195,333)     --
Administrative expenses        (151,448)     --
Other income                      1,570        14
                              ---------    ------
Net income                    $   1,951    $   14
                              =========    ======

NOTE J - COMMITMENTS AND CONTINGENCIES

Future minimum rental commitments under the noncancellable operating leases are
as follows at December 31, 2000:

Year ended December 31,

     2001                                $ 65,400
     2002                                  65,400
     2003                                  21,800
                                           ------
                                         $152,600
                                         ========

Rent expense totaled approximately $72,000 for the year ended December 31, 2000.

                                      F-14
<PAGE>

NOTE K - RELATED PARTY TRANSACTIONS

During 2000, the majority shareholder of the Company contributed computer
software with an estimated fair value of $450,000 to the Company. The software
was developed by the shareholder.

Also during 2000, the Company was advanced $96,000 by certain shareholders.
These advances do not have specific repayment terms.


NOTE L - SIGNIFICANT SUPPLIERS

For the year ended December 31, 2000, purchases from two major providers
represented approximately 68% and 11% of total cost of revenues.

                                      F-15
<PAGE>

                       FaithNet Telecommunications, Inc.
                         Index To Financial Statements


                                                                Page


Report of Thomas P. Monahan, CPA.........................       F-17
Financial Statements
    Balance Sheet at December 31, 1999...................       F-18
    Statement of Operations for the year ended
    December 31, 1999....................................       F-19
    Statement of Stockholders' Equity for the year ended
    December 31, 1999....................................       F-20
    Statement of Cash Flows for the year ended
    December 31, 1999....................................       F-21
    Notes to Financial Statements........................       F-22


                                     F-16
<PAGE>

                               THOMAS P. MONAHAN
                           CERTIFIED PUBLIC ACCOUNTANT
                              208 LEXINGTON AVENUE
                           PATERSON, NEW JERSEY 07502
                                 (973) 790-8775
                               Fax (973) 790-8845

To The Board of Directors and Shareholders
of  FaithNet Telecommunications, Inc. (a development stage company)

I have audited the accompanying balance sheet of FaithNet Telecommunications,
Inc. (a development stage company) as of December 31, 1999 and the related
statements of operations, cash flows and shareholders' equity for the year ended
December 31, 1999. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

   I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

   In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FaithNet Telecommunications,
Inc. (a development stage company) as of December 31, 1999 and the results of
its operations, shareholders equity and cash flows for the year ended December
31, 1999 in conformity with generally accepted accounting principles.


      The accompanying financial statements have been prepared assuming that
FaithNet Telecommunications, Inc. (a development stage company) will continue as
a going concern. As more fully described in Note 2, the Company has incurred
operating losses since the date of reorganization and requires additional
capital to continue operations. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans as to
these matters are described in Note 2. The financial statements do not include
any adjustments to reflect the possible effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that
may result from the possible inability of FaithNet Telecommunications, Inc. (a
development stage company) to continue as a going concern.


                                          /s/ Thomas P. Monahan
                                         -----------------------
                                         Thomas P. Monahan, CPAS


September 12, 2000
Paterson, New Jersey

                                      F-17
<PAGE>

<TABLE>
<CAPTION>
                            FaithNet Telecommunications, Inc.
                                      BALANCE SHEET

                                                                              December 31,
                                                                                  1999
                                 Assets
<S>                                                                        <C>
Current assets
  Cash and cash equivalents                                                      $ 13,518
  Accounts receivable                                                              72,382
  Prepaid expense                                                                     750
                                                                                 --------
  Current assets                                                                   86,650

Property  and equipment-net                                                        22,047

Other assets
  Security deposits                                                                 2,450
                                                                                 --------
Total other assets                                                                  2,450
                                                                                 --------
Total assets                                                                     $111,147
                                                                                 ========
Liabilities and Stockholders' Equity
Current liabilities
  Accounts payable                                                               $138,623
                                                                                 --------
  Total current liabilities                                                       138,623
Stockholders' equity
Common Stock authorized 1,000,000 shares,  $0.001 par value each. At
 December 31, 1999 there  are 1,000 shares outstanding                              5,000

Additional paid in capital                                                          5,444
Retained earnings                                                                 (37,920)
                                                                                 --------
Total stockholders' equity                                                        (27,476)
                                                                                 --------
Total liabilities and stockholders' equity                                       $111,147
                                                                                 ========
</TABLE>

                See accompanying notes to financial statements

                                      F-18
<PAGE>

<TABLE>
<CAPTION>
                               FaithNet Telecommunications, Inc.
                                    STATEMENT OF OPERATIONS
                                                                                   For the year
                                                                                       ended
                                                                                 December 31, 1999
                                                                                 -----------------
<S>                                                                         <C>
Revenue                                                                               $612,585

Costs of goods sold                                                                    415,485
                                                                                      --------

Gross profit                                                                           197,100

Operations:
  General and administrative                                                           199,594
  Depreciation                                                                             -0-
                                                                                      --------
  Total expenses                                                                       199,594
                                                                                      --------

Income (loss) from operations and before corporate income taxes                         (2,494)

Other income
  Interest expense                                                                      14,552
                                                                                      --------
Total other income                                                                      14,552
                                                                                      --------

Net income (loss)                                                                     $(17,046)
                                                                                      ========

</TABLE>

                 See accompanying notes to financial statements

                                      F-19
<PAGE>

                       FaithNet Telecommunications, Inc.
                       STATEMENT OF STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>

                      Preferred   Preferred   Common  Common  Additional        Retained
Date                   stock       stock     stock    stock  paid in capital    earnings     Total
----
<S>                   <C>         <C>         <C>     <C>     <C>              <C>          <C>
Balance
 December 31, 1998          -0-    $    -0-    5,000  $5,000     $5,444         (20,874)   (10,430)

Net Loss                                                                        (17,046)   (17,046)
                        -------    --------  ------- -------    -------        --------    -------
Balances
December 31, 1999           -0-    $    -0-    5,000  $5,000     $5,444         (37,920)  $(27,476)
                        =======    ========  ======= =======    =======        ========    =======
</TABLE>

                 See accompanying notes to financial statements

                                      F-20
<PAGE>

                        FaithNet Telecommunications, Inc.
                             STATEMENT OF CASH FLOWS
                                    Unaudited
<TABLE>
<CAPTION>
                                                                              December 31,
                                                                                  1999
                                                                                  ----
<S>                                                                   <C>
CASH FLOWS FROM OPERATINGNet income (loss) per share ACTIVITIES
  Net income (loss)                                                             (17,046)
  Interest expense
  Depreciation
Adjustments to reconcile net income (loss) to net cash
  Accounts receivable                                                           (72,382)
  Prepaid expenses                                                                 (750)
  Accounts payable                                                              116,546
                                                                               --------
TOTAL CASH FLOWS FROM OPERATIONS                                                 26,368

CASH FLOWS FROM INVESTING ACTIVITIES
  Loan payable
  Security deposits                                                                (650)
  Purchase of assets                                                            (17,551)
                                                                               --------
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES                                      (18,201)

CASH FLOWS FROM FINANCING ACTIVITIES
  Capital contribution                                                            9,444
  Officer loan payable                                                          (10,790)
                                                                               --------
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES                                       (1,346)

NET INCREASE (DECREASE) IN CASH                                                   6,821
CASH BALANCE BEGINNING OF PERIOD                                                  6,697
                                                                               --------
CASH BALANCE END OF PERIOD                                                     $ 13,518
                                                                               ========
</TABLE>

                 See accompanying notes to financial statements

                                     F-21
<PAGE>

        Note 1 - Formation of Company and Issuance of Common Stock


     a. Formation and  Description of the Company


     FaithNet Telecommunications, Inc. (the "Company"), was formed under the
laws of the State of Texas on August 11, 1997 and authorized to issue to 100,000
shares of common stock, $1.00 par value each share.


     b. Description of Company


     The Company is a prepaid local telephone service to approximately 5,000
customers in Texas.


     c. Issuance of Shares of Common Stock


     The Company sold an aggregate of 1,000 shares of common stock for an
aggregate consideration of $1,000.


     Note 2-Summary of Significant Accounting Policies


     a. Basis of Financial Statement Presentation


     The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company incurred net losses of
$37,920 for the period from inception, August 11, 1997, December 31, 1999. These
factors indicate that the Company's continuation as a going concern is dependent
upon its ability to obtain adequate financing. The Company is being funded by
personal loans to the Company The Company will require substantial additional
funds to finance its business activities on an ongoing basis and will have a
continuing long-term need to obtain additional financing. The Company's future
capital requirements will depend on numerous factors including, but not limited
to, continued progress developing its source of customers and initiating
marketing penetration. The Company plans to engage in such ongoing financing
efforts on a continuing basis.


     The financial statements presented at December 31, 1999 consist of the
balance sheet as at December 31, 1999 and the statements of operations, cash
flows and stockholders equity for the year ended December 31, 1999.

                                      F-22
<PAGE>

     b. Cash and Cash Equivalents


     Cash and Cash Equivalents - Temporary investments with a maturity of less
than three months when purchased with cash are treated as cash.



     8c. Property and Equipment


     Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed over the estimated useful lives using the straight line
methods over a period of five years. Maintenance and repairs are charged against
operations and betterment's are capitalized.


     d. Advertising, Selling and Marketing Costs


     Advertising, Selling and Marketing costs, are expensed as incurred and for
the year ended December 31, 1999 is $18,464.


     e. Accounting for the Costs of Computer Software Developed or Obtained for

   Internal Use


      In March, 1998, the American Institute of Certified Public Accountants
issued Statements of Position 98-1 (SOP 98-1), "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use". SOP 98-1 is effective
for financial statements for years beginning after December 15, 1998. SOP 98-1
provides guidance over accounting for computer software developed or obtained
for internal use including the requirement to capitalize specified costs and
amortization of such costs. The implementation of SOP 98-1 does not have a
material impact on the Company's financial position or results of operations.
Computer software costs that are incurred in the preliminary project stage are
expensed as incurred to direct costs. Once the capitalization criteria of the
SOP have been met, costs incurred when developing computer software for internal
are capitalized. No software development costs have been capitalized by the
Company to date. Software development costs charged to operations for the period
from inception to December 31, 1999 is $-0-.


     g. Revenue recognition


     Revenue is recognized when products are shipped or services are rendered.


     h. Research and Development Expenses


     Research and development expenses are charged to operations when incurred.

                                      F-23
<PAGE>

     j.  Use of Estimates


     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.


     k. Asset Impairment

     The Company adopted the provisions of SFAS No. 121, Accounting for the
impairment of long lived assets and for long-lived assets to be disposed of
effective January 1, 1996. SFAS No. 121 requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the estimated undiscounted cash flows to be generated by those
assets are less than the assets' carrying amount. SFAS No. 121 also addresses
the accounting for long-lived assets that are expected to be disposed of. Long-
lived assets and certain identifiable intangibles are reviewed for impairment
whenever events or changes in circumstances indicate that full recoverability is
questionable. There was no effect of such adoption on the Company's financial
position or results of operations.

     l. Significant Concentration of Credit Risk

     At December 31, 1999, the Company has concentrated its credit risk by
maintaining deposits in several banks. The maximum loss that could have resulted
from this risk totaled $-0- which represents the excess of the deposit
liabilities reported by the banks over the amounts that would have been covered
by the federal insurance.

     m. Recent Accounting Standards

     Accounting for Derivative Instruments and Hedging Activities

     Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS 133) was issued in June
1998. It is effective for all fiscal years beginning after June 15, 1999. The
new standard requires companies to record derivatives on the balance sheet as
assets or liabilities, measured at fair value. Gains or losses resulting from
changes in the values of those derivatives would be accounted for depending on
the use of the derivatives and whether they qualify for hedge accounting. The
key criterion for hedge accounting is that the hedging relationship must be
highly effective in achieving offsetting changes in fair value or cash flows.
The Company does not currently engage in derivative trading or hedging activity.
The Company will adopt SFAS 133 in the fiscal year ending December 31, 2000,
although no impact on operating results or financial position is expected.

                                      F-24
<PAGE>

     Note 3 - Sale of Assets

     The Company entered into a Sale and Purchase Agreement (the "Agreement") on
January 8, 2000, with JetCo Communications Corporation (JetCo"), pursuant to
which the Company sold all of its issued and outstanding shares of common stock
for an aggregate consideration of $36,207 and transferred the obliagtion to pay
certain obligations to JetCo. aggregating $40,792.


     Note 4 - Related Party transactions


     a. Issuance of Shares



     The Company sold an aggregate of 5,000 shares of common stock for an
aggregate consideration of $5,000.



     b. Officer Salaries



          No officer has received a salary in excess of $100,000.

     Note 5 - Property Plant and Equipment

     Property Plant and Equipment consists of the following at December 31,
1999:

          Furniture and office equipment        22,550
          Less accumulated depreciation            503
                                               -------
          Property Plant and Equipment -net    $22,047
                                               =======


     Note 6 - Income Taxes



     The Company provides for the tax effects of transactions reported in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences between the basis of assets and
liabilities for financial and income tax reporting. The deferred tax assets and
liabilities, if any, represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. As of December 31, 1999, the Company had
no material current tax liability, deferred tax assets, or liabilities to impact

                                      F-25
<PAGE>

on the Company's financial position because the deferred tax asset related to
the Company's net operating loss carry forward and was fully offset by a
valuation allowance.


     At December 31, 1999, the Company has net operating loss carry forwards for
income tax purposes of $37,920. These carry forward losses are available to
offset future taxable income, if any, and expire in the year 2010. The Company's
utilization of this carry forward against future taxable income may become
subject to an annual limitation due to a cumulative change in ownership of the
Company of more than 50 percent.

     The components of the net deferred tax asset as of December 31, 1999 are as
     follows:

    Deferred tax asset:

    Net operating loss carry forward   $ 12,892

    Valuation allowance                $(12,892)
                                       --------
    Net deferred tax asset             $  -0-

     The Company recognized no income tax benefit for the loss generated for the
period from inception, August 11, 1997, to December 31, 1999.


     The Company recognized no income tax benefit from the loss generated for
the period from inception, August 11, 1997, to December 31, 1999. SFAS No. 109
requires that a valuation allowance be provided if it is more likely than not
that some portion or all of a deferred tax asset will not be realized. The
Company's ability to realize benefit of its deferred tax asset will depend on
the generation of future taxable income. Because the Company has yet to
recognize significant revenue from the sale of its products, the Company
believes that a full valuation allowance should be provided.


     Note 7 - Commitments and Contingencies


     Leased Office Space


     The Company has entered into a lease agreement with an unrelated party for
a monthly rental of $730 per month.


     Rent expense for the year ended December 31, 1999 was $8,750.


     Note 8 - Business and Credit Concentrations

                                      F-26
<PAGE>

     The amount reported in the financial statements for cash approximates fair
market value. Because the difference between cost and the lower of cost or
market is immaterial, no adjustment has been recognized and investments are
recorded at cost.


      Note 9 - Development Stage Company


     The Company is considered to be a development stage company with little
operating history. The Company is dependent upon the financial resources of the
Company's management for its continued existence. The Company will also be
dependent upon its ability to raise additional capital to complete is research
and development, and its marketing program, acquire additional equipment,
management talent, inventory and working capital to engage in profitable
business activity. Since its organization, the Company's activities have been
limited to the preliminary development of its new products, hiring personnel and
acquiring equipment and office space.

                                      F-27