UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

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

For the fiscal year ended December 31, 2000.

                             TRAVELPORT SYSTEMS INC.
                         -------------------------------
                         (formerly Wolf Industries Inc.)
                  --------------------------------------------
                 (Name of Small Business Issuer in its Charter)

              Nevada                               E.I.N. 98-0171619
      ---------------------------              -------------------------
     (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)



                205 - 16055 Fraser Highway, Surrey, B.C. V3S 2W9
                ----------------------------------------------------
             (Address of principal executive office) Zip/Postal Code


                  Registrant's telephone number: (604) 597-0036

SECURITIES REGISTERED UNDER SECTION 12 (b) OF THE ACT:   NONE.

SECURITIES REGISTERED UNDER SECTION 12 (g) OF THE ACT:

Title of each class      Name of each exchange on which each class is registered
--------------------     -------------------------------------------------------
   Common Stock                       OTC Electronic Bulletin Board

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 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 ninety (90) days.
                           YES  ( X )       NO (   )

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

Issuer's operational revenues for its most recent fiscal year ending December
31, 1999 were $nil. Issuer's Common Shares outstanding at April 11, 2001 was
11,470,218. The aggregate market value based on the voting stock held by
non-affiliates as of April 11, 2001 was $123,814 (based on 11,258,838 shares and
on an average of bid and asked prices of $0.011).

Except for the historical information contained herein, the matters set forth in
this Form 10-KSB are forward looking statements within the meaning of the "Safe
Harbor" provision of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risk and uncertainties that may cause
actual results to differ materially. These forward-looking statements speak only
as of the date hereof and the Company disclaims any intent or obligation to
update these forward-looking statements.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                Certain exhibits


<PAGE>
ITEM 1.   DESCRIPTION OF BUSINESS

     (a) BUSINESS DEVELOPMENT

Travelport Systems Inc. ("the Company") was incorporated on January 24, 1996,
pursuant to the laws of the State of Nevada under the name Wolf Exploration,
Inc. with a business plan to acquire property for precious metal exploration in
the western United States. However after considering several properties, the
Company determined that the properties identified were not suitable to fully
implement an exploration and development project in the United States. In August
1996 the Company changed management and developed a new business plan.

In October 1996, the Company entered into an agreement to acquire two numbered
companies that were combined with 714674 Alberta Ltd. continuing in operation.
The business operated as Calgary Chemical, selling chemical products to the oil
and gas industry.

In March 1997, the Company's name was changed to Wolf Industries Inc. to reflect
these developments.

Effective June 30, 1998, the Company sold its subsidiary, 714674 Alberta Ltd.
("Calgary Chemical") to Gorda Technology Holdings Limited, a Turks and Cacios
Islands corporation ("Gorda"). The terms of the sale were as follows:

(a)  forgiveness of the inter company debt owed by Calgary Chemical to the
     Company in the amount of $82,289 (Canadian);

(b)  Payment by Gorda to the Company of fifteen percent of Calgary Chemical's
     after-tax profit (as determined by generally accepted accounting
     principles) for the fiscal year ended December 31, 1998 payable on or
     before March 31, 1999 and completion of an audit of the financial
     statements of Calgary Chemical for such period;

(c)  Indemnification by Gorda to hold the Company harmless from any and all
     liability arising from the debt guarantees of Calgary Chemical;

(d)  Agreement by Gorda to hire Mr. Blair Coady as the President and Chief
     Executive Officer of Calgary Chemical; and

(e)  Receipt by the Company from Mr. Coady of his resignation as President and
     Chief Executive Officer, Secretary, and Director of the Company and the
     surrender of Mr. Coady's options to acquire 700,000 shares of the Company's
     common stock.

This agreement is incorporated by reference from the Company's 10QSB filing for
the quarter ended March 31, 1998.

The sale of Calgary Chemical was subject to approval of the shareholders of the
Company, which was received at the Company's annual general meeting of July 24,
1998.


<PAGE>




On April 8, 1998, the Company entered into a License agreement with Andrew
Engineering Inc. ("Andrew") a British Columbia corporation, Andrew Rawicz Ph.D.,
and Ivan Melnyk, Ph.D., whereby the Company acquired a world-wide license to
manufacture and market a patent pending device for the color matching of
dentures to a dental patient's existing tooth color. Drs. Rawicz and Melnyk hold
the patent pending for the color analyzer and Andrew developed and/or acquired
the techniques and other proprietary information related to the device. The
License agreement required the Company and Andrew to develop a business plan for
manufacturing and marketing the device, including obtaining financing of
$1,500,000 US. The license agreement required the issuance of 4.8 million shares
of restricted stock to Andrew with registration rights on 600,000 of those
shares, and also required that Mr. Patrick McGowan be appointed President and
Chief Executive Officer. Mr. McGowan signed a management agreement with the
Company, and at a meeting of the Company's Board of Directors held on April 16,
1998, Mr. McGowan and Mr. A. Schwabe were appointed to the Company's Board of
Directors. They were also appointed interim President and CEO, and Secretary,
Treasurer respectively, pending the approval of the shareholders of the Gorda
transaction wherein Mr. Coady would resign from all positions. The agreement
also provided for the Company to pay a royalty to Andrew in the amount of ten
percent (10%) of gross profit on sales if the Company manufactures the product
itself or a Royalty of seven percent (7%) of gross revenue if manufacturing is
done by an independent third party.

This agreement is incorporated by reference from the Company's 10QSB filing for
the quarter ended March 31, 1998.

Upon approval by the shareholders of the sale of Calgary Chemical at the 1998
annual general meeting, Mr. P. McGowan, Mr. A. Schwabe and Dr. David Gane were
elected directors, and Messrs. McGowan and Schwabe were appointed President and
CEO, and Secretary, Treasurer respectively.

In September 1998, 4.8 million shares of the Company's stock were issued to
Andrew in accordance with that agreement.

As a result of settlement of the litigation with AEI Trucolor Inc. ("Trucolor"),
the License Agreement was cancelled and the 4,800,000 shares were returned to
the treasury in 1999. (see Item 3 - Legal Proceedings).

This action was settled by the execution of two agreements the effect of which
was that the Company acquired a 40% interest in Trucolor, an arm's length
company. As a result of the agreement, Trucolor became the owner of the rights
to the device.

Pursuant to an agreement dated June 14, 2000, the Company purchased a 100%
interest in a private company owned by a former director of the Company called
Travelport Media Inc. ("TPI") TPI is a Nevada, USA incorporated private internet
e-commerce technology and content development company specializing in the travel
and hospitality industry. The agreement required the Company to issue 3,000,000
share purchase warrants in exchange for a 100% interest in TPI. The share
purchase warrants allowed the holder to purchase 3,000,000 common shares of the
Company for $0.27 per share. The warrants became vested and exercisable over a
five year period as follows:
                    Date of Vesting             Number of Warrants Vested
            -------------------------------------------------------------------

                     July 1, 2000                        500,000
                    January 1, 2001                      150,000
                     July 1, 2001                        600,000
                    January 1,2002                       150,000
                     July 1, 2002                        750,000
                    January 1,2003                       400,000
                     July 1, 2003                        450,000

                                     Maximum Number of warrants Available
                   Exercise Date                 for exercise
                -----------------------------------------------------------

                   June 30, 2001                   600,000
                   June 30, 2002                   600,000
                   June 30, 2003                   600,000
                   June 30, 2004                   600,000
                   June 30, 2005                   600,000
<PAGE>
         The number of share purchase warrants would vest according to the above
         schedule provided that the holder of the warrants remained retained as
         a consultant by the Company. If the warrant holder was no longer
         retained as a consultant, any unvested warrants would immediately
         expire. Before the end of December 31, 2000, the Company's relationship
         with the consultant and former shareholder of TPI became strained,
         resulting in the consultant resigning as a director of the Company on
         September 11, 2000. The Company has recorded the 500,000 vested
         warrants at their intrinsic value on the June 14, 2000 grant date of
         $80,000 in the books of the Company as compensation expense. In
         addition, as it is no longer recoverable, the Company has written off
         all advances to TPI and expenses paid by the Company on TPI's behalf to
         the statement of loss and retained earnings (deficit) as of December
         31, 2000.

         In addition, the Company issued 300,000 share purchase warrants to
         companies controlled by a director as finders fees for bringing the two
         parties in the above noted transaction together. The Warrants enabled
         the holder to purchase 300,000 shares of the Company at $0.27 each for
         a period of five years. The Company has recorded the warrants in its
         books at their June 14, 2000 intrinsic value of $48,000. As a result of
         the separation of the parties involved in the above transaction, the
         share purchase warrants were cancelled by the Company before exercise.

         Subsequent to December 31, 2000, the Company entered into a settlement
         agreement whereby the Company would give its interest in the shares of
         TPI back to the original owner on the condition that the original owner
         and former director of the Company would assume a liablity of $86,000
         which was incurred by the Company on behalf of TPI for the purchase of
         certain computer equipment. The $86,000 liability is included in
         accounts payable of the Company as at December 31, 2000. As the
         computer equipment was purchased on behalf of TPI, the Company has
         written off its interest in the equipment as part of the advances to
         Travelport Media, Inc.

         In addition, subsequent to December 31, 2000 the Company cancelled
         150,000 share purchase options exercisable at $0.15 per share until
         October 11, 2005, and the Company cancelled 200,000 share purchase
         options exercisable at $0.25 per share until October 19, 2005 issued to
         employees of TPI.

         (b)  BUSINESS OF THE ISSUER

As a result of the termination of the TPI reorganization, the current business
of the Company is to seek a privately held business, which seeks to become a
publicly held corporation through a change in control reorganization with the
Company. As of this date, the Company has no agreement for such a reorganization
though it has held several discussions with different parties seeking such a
reorganization. The Company's criteria for a reorganization candidate is that
the reorganization candidate be engaged in an attractive revenue producing
business which has audited financial statements for its most recently completed
fiscal year.


ITEM 2.   DESCRIPTION OF PROPERTY

Effective January, 2000, the company relocated its office to Surrey, B.C., under
a verbal agreement with R-G Management, a company owned by a director of the
Company, to pay $200.00 per month for office rent, plus telephone charges and
disbursements. The company shares this office with other companies, and occupies
approx. 150 square feet.

ITEM 3.   LEGAL PROCEEDINGS - None

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

On November 17, 2000, the Company convened a special meeting of security holders
to change the name of the Company to Travelport Systems Inc. The name change was
approved by the security holders.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTER

         (a)      MARKET INFORMATION

Since December 15, 1997, the Company's stock has been listed for sale on the OTC
Electronic Bulletin Board. As of December 31, 2000 there were eighteen stock
brokerage firms making a market in the Company's common stock. The high ask and
low bid prices of the Common Stock of the Company have been as follows:

         Quarter Ending:            High ask per share:      Low bid per share:
         ---------------            --------------------     ------------------
         March 31, 2000                      $1.06                  $0.09
         June 30, 2000                       $0.71                  $0.21
         September 30, 2000                  $0.35                  $0.14
         December 31, 2000                   $0.28                  $0.05
<PAGE>
The above quotations reflect inter-dealer prices, without retail mark-up,
markdown, or commission and may not necessarily represent actual transactions.

         (b)      HOLDERS

There were 48 holders of the Company's common stock as of December 31, 2000.
This includes 16 holders of 2,925,254 shares of the Company's common stock whose
certificates are restricted. 3,334 of the restricted shares were issued in
December 1997, 50,000 were issued in August 1999, 179,380 in March, 2000,
704,535 in April, 2000, 270,596 in September, 2000, 1,005,894 in October, 2000
and 711,515 in December, 2000.

         (c)      DIVIDENDS

The Company has paid no dividends to date on its common stock. The Company
reserves the right to declare a dividend when operations merit.

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

The following should be read in conjunction with the Consolidated Financial
Statements and notes thereto appearing elsewhere in this report.

Revenue and expense transactions in Canadian funds are converted to US dollars
at the average rates in effect when the transactions occurred. Asset and
liability accounts are converted at year-end closing rates, which were $0.6669
U.S. for one Canadian dollar at December 31, 2000; $0.6928 U.S. at December 31,
1999; and $0.6522 at December 31, 1998.

Plan of Operations

The Company did not have any revenue from operations during the fiscal year
ended December 31, 1999 nor during the first quarter of the current fiscal year.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Having no source of income, raises
substantial doubt about the ability of the Company to continue as a going
concern.

The Company's plan of operations for the remainder of the fiscal year is seek
out a privately held business with whom the Registrant can reorganize so as to
take advantage of the Company's status as a publicly held corporation. As of the
date of this report, Management has evaluated several potential reorganizations.
However as of the date of this report, there has been no decision to proceed on
any reorganization nor has any agreement been reached on even principal terms of
such a reorganization. The Company also intends to investigate the acquistion
and developement of natural resource projects without neccessarily reorganizing
with another party.

     (a) Results of Operations

The Company has had no revenues since June 30, 1998. As a result of the sale of
714674 Alberta Ltd. (Calgary Chemical) effective June 30, 1998, the Company
reflected the operations of Calgary Chemical as a discontinued operation.
Revenue from sales during the six months until the sale was $286,347 compared to
$444,192 for the year 1997. Cost of goods sold was $147,496 in 1998, and
$227,240 in 1997.

General and administrative expenses for the fiscal year ended December 31, 2000
were $91,496 compared to $275,494 in 1999, and 769,790 in 1998. During 2000,
most expenses were incurred by TPI, substantially reducing the expenses of the
Company. In 1999,due to the Trucolor legal action, the Company substantially
reduced its level of activity pending resolution of the matter. Expenses in 1998
compared to 1997 reflect the change of business direction of the Company,
including substantial costs for staff, legal, accounting, consulting, travel,
and general office expenditures. During 2000, the Company recorded a credit of
$26,679 for research and development, resulting from a reduction in amounts
previously recorded as payable. In 1999, the Company incurred $3,436 and in 1998
$590,118 of such expenses, all related to the dental color analyzer. These costs
included the manufacture of a quantity of the product for demonstration and
testing purposes, and services of consultants and technical firms in testing,
evaluating, and perfecting the product.

In 2000, as a result of the decision to give up its interest in TPI, the Company
wrote of the advances to TPI of $313,039.

In 1998, the Company recorded a loss from discontinued operations of $14,350,
and a loss from the sale of the subsidiary of $273,099.

     (b) Capital Resources

The Company had a working capital deficiency of $454,086 at December 31, 2000.
The Company has been meeting its obligations through funds loaned by a
shareholder, and has issued capital stock for certain services rendered to the
Company in accordance with an S-8 registration filing.
<PAGE>
As at March, 2001, the funds loaned by the shareholder amounted to $302,257. The
Company issued 4,039,554 shares for value of $1,009,889 in April, 2000 to reduce
the amount previously owing to the shareholder.

The Company is now investigating new business opportunities, and intends to
develop future plans which will include issuing shares through private
placements in order to provide funds for working capital and investment in such
opportunities.

The Company has made no commitments for capital expenditures.

     (c) Liquidity

The Company is illiquid at the present time and has been dependent upon a
shareholder to provide funds to maintain its activities, as indicated
previously. Tthe Company expects to be able to raise funds through the issuance
of shares.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the Company are filed under this Item,
and are included herein by reference.

<PAGE>
                                                                    {LETTERHEAD}
                                                                MORGAN & COMPANY
                                                           Chartered Accountants


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of Travelport Systems Inc. (Formerly
Wolf Industries Inc.)

We have audited the balance sheets of Travelport Systems Inc. (Formerly Wolf
Industries Inc.) as at December 31, 2000, and 1999 and the statements of loss
and retained earnings (deficit), stockholders' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
corporation's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States and Canada. Those standards require that we plan and
perform an audit to obtain reasonable assurance 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 audits provide a reasonable basis
for our opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of Travelport Systems Inc. (Formerly Wolf
Industries Inc.) as at December 31, 2000 and 1999 and the results of its
operations and cash flows for the years then ended in accordance with generally
accepted accounting principles.

Without qualifying our opinion we draw attention to the fact that the Company
has incurred a net loss of $547,097 for the year ended December 31, 2000 and as
at that date, the Company's current liabilities exceeded its current assets by
$454,086. These factors raise substantial doubt that the Company will be able to
continue as a going concern.


Vancouver, Canada                                            "Morgan & Company"
April 9, 2001                                            Chartered Accountants


Comments by Auditors on United States - Canada reporting difference

In Canada, reporting standards for auditors do not permit the addition of an
explanatory paragraph (following the opinion paragraph) when the financial
statements are affected by conditions and events that cast substantial doubt on
the Company's ability to continue as a going concern. Although our audit was
conducted in accordance with both United States and Canadian generally accepted
auditing standards, our report to the stockholders dated April 9, 2001 is
expressed in accordance with United States reporting standards which require a
reference to such conditions and events in the Auditor's Report.


Vancouver, Canada                                            "Morgan & Company"
April 9, 2001                                            Chartered Accountants


Tel: (604) 687-5841                                  PO Box 10007 Pacific Centre
Fax: (604) 687-0075                         Suite 1488 - 700 West Georgia Street
www.morgan-cas.com                                      Vancouver, B.C.  V7Y 1A1

                                   Member of
                                     (LOGO)
                                      ACPA
                                 International



                                       F-1

<PAGE>



                             TRAVELPORT SYSTEMS INC.
                         (Formerly Wolf Industries Inc.)

                                  BALANCE SHEET
                           (Expressed in U.S. Dollars)

                                AS AT DECEMBER 31
<TABLE>
<CAPTION>

                                                                                  2000           1999
-----------------------------------------------------------------------------------------------------
ASSETS

Current
<S>                                                                        <C>            <C>
    Cash                                                                   $      --      $     2,084
    Accounts receivable                                                          3,529          4,591
                                                                           -----------    -----------
                                                                                 3,529          6,675
                                                                           -----------    -----------

Investment in AEI Trucolor Inc. (Note 8)                                         5,562          7,500
                                                                           -----------    -----------
                                                                           $     9,091    $    14,175
                                                                           ===========    ===========

LIABILITIES

Current
    Bank indebtedness                                                      $     2,300    $      --
    Accounts and advances payable and accrued liabilities                      455,315      1,127,393
                                                                           -----------    -----------
                                                                               457,615      1,127,393
                                                                           -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIENCY)
Capital Stock (Note 3)
Authorized:              200,000,000 Common shares, par value
                         $0.001 each
Issued and Outstanding:  11,470,218 Common shares at December 2000
                          7,034,648 Common shares at December
                          31, 1999                                           2,296,264      1,084,473
Retained Earnings (Deficit)                                                 (2,744,788)    (2,197,691)
                                                                           -----------    -----------
                                                                              (448,524)    (1,113,218)
                                                                           -----------    -----------
                                                                          $      9,091   $     14,175
========================================================================   ===========    ===========
</TABLE>


                                      F-2
<PAGE>


                             TRAVELPORT SYSTEMS INC.
                         (Formerly Wolf Industries Inc.)

                STATEMENT OF LOSS AND RETAINED EARNINGS (DEFICIT)
                           (Expressed in U.S. Dollars)

                         FOR THE YEARS ENDED DECEMBER 31
<TABLE>
<CAPTION>
                                                            2000            1999           1998
------------------------------------------------------------------------------------------------

Expenses
<S>                                                 <C>             <C>             <C>
    Administration                                  $     91,496    $    275,494    $   769,790
    Amortization                                           1,936              --         50,400
    Executive compensation                               117,695          66,427         63,000
    Rent                                                   1,610          12,374         38,073
    Research and development(recovery)                   (26,679)          3,436        590,118
    Finders fees                                          48,000              --             --
                                                    ------------    ------------    -----------
                                                         234,058         357,731      1,511,381
                                                    ------------    ------------    -----------

Loss for the year, before undernoted items:             (234,058)       (357,731)    (1,511,381)

Advances to Travelport Media Inc. (Note 4)              (313,039)             --             --
Recovery of prior years amortization of
 intangible asset (Note 8)                                    --          50,400             --

Loss from discontinued operations                             --              --        (14,350)

Loss on sale of subsidiary company (Note 6)                   --              --       (273,099)

                                                    ------------    ------------    -----------
Net Loss for the year                                   (547,097)       (307,331)    (1,798,830)
                                                    ------------    ------------    -----------

Retained Earnings (Deficit), beginning of year        (2,197,691)     (1,890,360)       (91,530)
                                                    ------------    ------------    -----------

Deficit, end of year                                $ (2,744,788)   $ (2,197,691)   $(1,890,360)
                                                    ============    ============    ===========

Loss per share:
 On net loss from continuing operations             $      (0.02)   $      (0.04)   $     (0.16)
                                                    ============    ============    ===========

    On Net Loss                                     $      (0.05)   $      (0.03)   $     (0.19)
                                                    ============    ============    ===========

Weighted Average Number of Shares
Outstanding                                           10,045,749      10,067,961      9,364,129
                                                    ============    ============    ===========
</TABLE>

                                      F-3
<PAGE>



                             TRAVELPORT SYSTEMS INC.
                         (Formerly Wolf Industries Inc.)

                             STATEMENT OF CASH FLOWS
                           (Expressed in U.S. Dollars)

                         FOR THE YEARS ENDED DECEMBER 31
<TABLE>
<CAPTION>
                                                                  2000         1999           1998
--------------------------------------------------------------------------------------------------
Cash Provided By (Used For):
Operating Activity
<S>                                                          <C>         <C>           <C>
    Loss from continuing operations                          $(547,097)  $  (357,731)  $(1,511,381)

Item Not Affecting Cash
    Amortization                                                 1,937           --         50,400
    Compensation stock purchase warrants issued                 80,000           --             --
    Stock purchase warrants issued for finders fees             48,000           --             --

    Changes in working capital:
         Accounts receivable                                     1,062       23,267        (27,858)
         Prepaid expenses                                           --       25,000        (25,000)
         Accounts payable                                      375,464      323,264      1,495,583

    Discontinued operations                                         --           --         17,698
                                                             -------------------------------------
                                                               (40,634)      13,800           (558)
                                                             -------------------------------------
Financing Activities
                                                             -------------------------------------
    Issue of common shares                                      36,250           --             --
                                                             -------------------------------------

Increase (Decrease) In Cash                                     (4,384)      13,800           (558)


Cash (Bank Indebtedness),  Beginning Of Year                     2,084      (11,716)       (11,158)
                                                             -------------------------------------

Cash (Bank Indebtedness), End Of Year                        $  (2,300)   $   2,084    $   (11,716)
==================================================================================================
</TABLE>


SUPPLEMENTAL DISCLOSURE ON NON-CASH FINANCING AND INVESTING ACTIVITIES:
-----------------------------------------------------------------------
During the year ended December 31, 2000, the Company issued 251,016 (1999 -
450,000) (1998 - 2,973,026) common shares for the non-cash consideration of
services provided to the Company in the amount of $37,652 (1999 - $78,000) (1998
- $644,606); and issued 4,039,554 common shares for non-cash consideration of
debt owing to a creditor by the Company in the amount of $1,009,888 (1999 and
1998 - $Nil). During the year ended December 31, 1999, 4,800,000 common shares
valued at $1,344,000 were returned to treasury as a result of the cancellation
of the licence agreement covering the dental color analyzer, and 50,000 common
shares at a deemed value of $7,500 were issued under the terms of new
agreements.

                                      F-4

<PAGE>



                             TRAVELPORT SYSTEMS INC.
                         (Formerly Wolf Industries Inc.)

                        STATEMENT OF STOCKHOLDERS' EQUITY
                           (Expressed in U.S. Dollars)

                         FOR THE YEARS ENDED DECEMBER 31

<TABLE>
<CAPTION>
                                                                                     Retained        Foreign
                                     Shares                       Additional         Earnings        Exchange
                                     Common       Amount        Paid-in Capital      (Deficit)         Gains        Total
                                 -----------------------------------------------------------------------------------------
2000
----
Balance, Beginning
<S>                                  <C>         <C>           <C>               <C>               <C>        <C>
    Of Year                          7,034,648   $   7,034     $   1,077,439     $ (2,197,691)           --   $(1,113,218)
Common shares issued                 4,435,570          --         1,083,791               --            --     1,083,791
Finders fees (Note 4)                       --          --            48,000               --            --        48,000
Share purchase warrants (Note 4)            --          --            80,000               --            --        80,000
Net loss                                    --          --                --         (547,097)           --      (547,097)
                                 ----------------------------------------------------------------------------------------

Balance, End Of Year                11,470,218       7,034         2,289,230       (2,744,788)           --      (448,524)
                                 ========================================================================================

1999
----
Balance, Beginning
    Of Year                         11,334,648   $  11,334     $   2,331,639     $ (1,890,360)     $     --    $  452,613
1998 Issuance Cancelled
   (Note 7)                         (4,800,000)     (4,800)       (1,339,200)              --            --    (1,344,000)
Common shares issued                   500,000         500            85,000               --            --        85,500
Share issue costs                           --          --                --               --            --            --
Net loss                                    --          --                --         (307,331)           --      (307,331)
                                 ----------------------------------------------------------------------------------------

Balance, End Of Year                 7,034,648   $   7,034     $   1,077,439     $ (2,197,691)     $     --   $(1,113,218)
                                 ========================================================================================

1998
----
Balance, Beginning
    Of Year                         10,684,716   $  10,684     $     343,683     $    (91,530)     $  8,258   $   271,095
Stock Reverse Split 3:1             (7,123,094)     (7,123)            7,123               --            --            --
Common shares issued                 7,773,026       7,773         1,980,833               --            --     1,988,606
Net loss                                    --          --                --       (1,798,830)           --    (1,798,830)
Unrealized foreign
    Exchange gain                           --          --                --               --        (8,258)       (8,258)
                                 ----------------------------------------------------------------------------------------
Balance, End Of Year                11,334,648   $  11,334     $   2,331,639     $ (1,890,360)     $     --   $   452,613
                                 ========================================================================================

</TABLE>




                                      F-5

<PAGE>

                             TRAVELPORT SYSTEMS INC.
                         (Formerly Wolf Industries Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

1.   OPERATIONS

     Wolf Exploration Inc. was incorporated under corporate charter of the State
     of Nevada on January 4, 1996. Active operations commenced on July 10, 1996.
     On March 17, 1997, Wolf Exploration Inc. changed its name to Wolf
     Industries Inc. and on November 21, 2000, changed its name to Travelport
     Systems Inc. The Corporation's business offices are located in Vancouver,
     British Columbia, Canada.

     Since June, 2000, the Company attempted to purchase and finance the
     operation of Travelport Media Inc. a Nevada USA company (Note 4). In April
     1998, the Corporation acquired an exclusive license to develop and market a
     dental color analyzer. (Note 7&8). Prior to this acquisition, the
     Corporation's primary business activity was the blending of chemicals for
     use in oilfield production from a wholly owned subsidiary's plant in
     Calgary, Alberta, Canada. The subsidiary 714674 Alberta Ltd. was sold
     effective June 30, 1998. (Note 6)

2.   SIGNIFICANT ACCOUNTING POLICIES

     (a)  Consolidation (Discontinued Operations)

          The Corporation sold its wholly owned subsidiary, 714674 Alberta Ltd.
          (o/a Calgary Chemical) effective June 30, 1998. (Note 6) The
          presentation of the financial statements for the year ended December
          31, 1998 reflected the subsidiary as a discontinued operation.

     (b)  Intangible Asset

          Intangible asset, license and patent rights, are recorded at cost less
          accumulated amortization. Amortization is provided on a straight line
          basis over a term of twenty years. Pursuant to Statement of Financial
          Accounting Standards No 121, long lived assets held by the Company
          must be reviewed for impairment whenever events or circumstances
          indicate the carrying amount of the asset may not be recoverable. An
          impairment loss is recognized in the period it is determined.

     (c)  Foreign Currency Translation

          The Company's functional currency is the Canadian Dollar and reporting
          currency is the United States dollar. Monetary assets and liabilities
          are translated at the exchange rate in effect at the balance sheet
          date and non-monetary assets and liabilities at the rate in effect on
          the dates of the related transactions. Revenues and expenses are
          translated at rates approximating exchange rates in effect at the time
          of the transactions. Gains or losses arising on conversion of foreign
          currency transactions are included in income in the period they occur.


                                      F-6
<PAGE>
                             TRAVELPORT SYSTEMS INC.
                         (Formerly Wolf Industries Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



2.       SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (d)  Income Taxes

          The Company uses the liability method of accounting for income taxes
          pursuant to SFAS No. 109. The only significant tax assets the Company
          has are the accumulated non-capital losses which are available to
          offset future taxable income. The Company's operations have no income
          subject to income taxes and cannot be determined that such tax assets
          will be realized. Accordingly, the Company would eliminate the effect
          of the recognition of any of these tax assets by the recording of a
          valuation allowance equal to the value of the tax assets.

     (e)  Use of Estimates

          The preparation of financial statements, in conformity with generally
          accepted accounting principles, required management to make estimates
          and assumptions that reflect the reported amount of assets,
          liabilities, revenues, expenses and related disclosures. Actual
          results could differ from those estimates.

     (f)  Loss Per Share

          Basic net income (loss) per share is based on the weighted average
          number of common shares outstanding during the year. Diluted net
          income (loss) per share is based on the weighted average number of
          shares outstanding during the year and dilutive common equivalent
          shares from options and warrants outstanding during the year. No
          common equivalent shares are included for loss periods as they would
          be anti-dilutive.

          As a result, diluted (loss) per share does not differ significantly
          from basic (loss) per share for fiscal 2000, 1999, and 1998 year ends
          due to the losses incurred in each year.

     (g)  Investment in AEI Trucolor Inc.

          The Company carries its interest in AEI Trucolor Inc., a British
          Columbia private corporation, at cost. The Company does not exercise
          significant influence over the investee.


                                      F-7
<PAGE>
                             TRAVELPORT SYSTEMS INC.
                         (Formerly Wolf Industries Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



     3.   COMMON STOCK

     a)   Authorized: 200,000,000 common shares, par value $0.001 each.
<TABLE>
<CAPTION>


                                                            2000                                 1999
                                             ------------------------------------ ------------------------------------
                                                 Number              Amount           Number               Amount
                                             ----------------    ---------------- ---------------       --------------
<S>                                               <C>         <C>                     <C>         <C>
        Issued  and   outstanding   balance       7,034,648   $        1,084,473      11,334,648  $         2,342,973
         beginning of year
        Cancellation of Licence (Note 7)                 --                   --      (4,800,000)          (1,344,000)
                                             ------------------------------------------------------------------------

        Balance,    beginning    of   year,
         restated                                 7,034,648            1,084,473       6,534,648              998,973
         Acquisition of interest in  AEI
          Trucolor Inc.  (Note 7)                        --                   --          50,000                7,500
         For exercise of options                    145,000               36,250              --                   --
         For debt                                 4,039,554            1,009,889              --                   --
         For services                               251,016               37,652         450,000               78,000
         Finders fee                                                      48,000
         Stock purchase warrants                                          80,000
                                             ------------------------------------------------------------------------
        Issued and outstanding  balance end      11,470,218   $        2,296,264       7,034,648  $         1,084,473
         of year
                                             ========================================================================

        Represented by:
        Common shares at par value                                         7,034                                7,034
        Additional paid in capital                                     2,289,230                            1,077,439
                                                              -------------------                 --------------------
                                                              $        2,296,264                  $         1,084,473
                                                              ===================                 ====================
</TABLE>


     b)   At December 31, 2000, options providing for the issue of additional
          common shares are outstanding as follows:

                    Number              Price              Expiry Date
                ----------------- ------------------ ------------------------

                    780,000             $0.25            August 17, 2003
                    30,000              $0.30            March 20, 2005
                    300,000             $0.25             May 31, 2005
                    50,000              $0.30             June 20, 2005
                    150,000             $0.15           October 11, 2005
                    200,000             $0.25           October 19, 2005

                                      F-8
<PAGE>

                             TRAVELPORT SYSTEMS INC.
                         (Formerly Wolf Industries Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


3.   COMMON STOCK, continued

     c)   The Company accounts for options granted using the intrinsic value
          method and in accordance with the accounting prescribed in Accounting
          Principles Board Opinion No 25 ("APB 25"). Under APB 25, because the
          exercise price of the Company's employee stock options equals the
          market price of the underlying stock on the date of grant, no
          compensation expense is recognized. An alternative method is the fair
          value accounting provided for under FASB statement No. 123 ("SFAS No
          123"), which required the use of option valuation models. Pro forma
          information regarding net income and earnings per share is required by
          SFAS No. 123, and has been determined as if the Company had accounted
          for its options granted under the fair value method of that Statement.
          The fair value for these options was estimated at the date of the
          grant using a Black-Scholes option pricing model with the following
          weighted average assumptions for 2000, 1999, and 1998; risk free rate
          of 5.25%; no dividends, volatility factor of the expected life of the
          Company's common stock of 180%; and a weighted average expected life
          of the options granted in each year of four to five years. The pro
          forma effect of SFAS No 123 is as follows:

                                                             Pro Forma
                       December 31, 2000

                       Net loss for the period       $             717,170
                       Loss per share                $                0.07

                                                             Pro Forma
                       December 31, 1999

                       Net loss for the period       $             307,331
                       Loss per share                $                0.03

                                                             Pro Forma
                       December 31, 1998

                       Net loss for the period       $           2,074,046
                       Loss per share                $               0.221


                                      F-9
<PAGE>

                             TRAVELPORT SYSTEMS INC.
                         (Formerly Wolf Industries Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


4.   ADVANCES TO TRAVELPORT MEDIA, INC.

     Pursuant to an agreement dated June 14, 2000, the Company purchased a 100%
     interest in a private company owned by a former director of the Company
     called Travelport Media Inc. ("TPI") TPI is a Nevada, USA incorporated
     private internet e-commerce technology and content development company
     specializing in the travel and hospitality industry. The agreement required
     the Company to issue 3,000,000 share purchase warrants in exchange for a
     100% interest in TPI. The share purchase warrants allowed the holder to
     purchase 3,000,000 common shares of the Company for $0.27 per share. The
     warrants became vested and exercisable over a five year period as follows:

                   Date of Vesting             Number of Warrants Vested
               ------------------------------------------------------------

                    July 1, 2000                        500,000
                   January 1, 2001                      150,000
                    July 1, 2001                        600,000
                   January 1,2002                       150,000
                    July 1, 2002                        750,000
                   January 1,2003                       400,000
                    July 1, 2003                        450,000

                                    Maximum Number of warrants Available
                  Exercise Date                 for exercise
               -----------------------------------------------------------

                  June 30, 2001                   600,000
                  June 30, 2002                   600,000
                  June 30, 2003                   600,000
                  June 30, 2004                   600,000
                  June 30, 2005                   600,000

     The number of share purchase warrants would vest according to the above
     schedule provided that the holder of the warrants remained retained as a
     consultant by the Company. If the warrant holder was no longer retained as
     a consultant, any unvested warrants would immediately expire. Before the
     end of December 31, 2000, the Company's relationship with the consultant
     and former shareholder of TPI became strained, resulting in the consultant
     resigning as a director of the Company on September 11, 2000. The Company
     has recorded the 500,000 vested warrants at their intrinsic value on the
     June 14, 2000 grant date of $80,000 as compensation expense. In addition,
     as it is no longer recoverable, the Company has written off all advances to
     TPI and expenses paid by the Company on TPI's behalf to the statement of
     loss and retained earnings (deficit) as of December 31, 2000.


                                      F-10
<PAGE>
                             TRAVELPORT SYSTEMS INC.
                         (Formerly Wolf Industries Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



4.   ADVANCES TO TRAVELPORT MEDIA, INC., continued

     In addition, the Company issued 300,000 share purchase warrants to
     companies controlled by a director as finders fees for bringing the two
     parties in the above noted transaction together. The Warrants enabled the
     holder to purchase 300,000 shares of the Company at $0.27 each for a period
     of five years. The Company has recorded the warrants at their June 14, 2000
     intrinsic value of $48,000. As a result of the separation of the parties
     involved in the above transaction, the share purchase warrants were
     cancelled by the Company before exercise.

     Subsequent to December 31, 2000, the Company entered into a settlement
     agreement whereby the Company would return the shares of TPI back to the
     original owner on the condition that the original owner and former director
     of the Company would assume a liablity of $86,000 which was incurred by the
     Company on behalf of TPI for the purchase of certain computer equipment.
     The $86,000 liability is included in accounts payable of the Company as at
     December 31, 2000. As the computer equipment was purchased on behalf of
     TPI, the Company has written off its interest in the equipment as part of
     the advances to Travelport Media, Inc.

     In addition, subsequent to December 31, 2000 the Company cancelled 150,000
     share purchase options exercisable at $0.15 per share until October 11,
     2005, and the Company cancelled 200,000 share purchase options exercisable
     at $0.25 per share until October 19, 2005 issued to employees of TPI.

5.   RELATED PARTIES

     (i)  During the year, the company paid or accrued $37,695 (1999 - $66,427)
          for management fees to a company wholly owned by a director.

     (ii) A total of $Nil (1999 - $12,947) was paid or accrued to a director and
          to a company owned by a director for consulting and technical services
          rendered.

     (iii) A total of $7,500 (1999 - $11,050) was paid to a former director for
          consulting fees.

     (iv) A total of $27,827 (1999 - $Nil) was paid to a company wholly owned by
          an officer of the company for accounting fees, office services and
          rent.

     (v)  Accounts payable includes $20,425 (1999 - $25,995) payable to
          companies wholly owned by directors.


                                      F-11
<PAGE>
                             TRAVELPORT SYSTEMS INC.
                         (Formerly Wolf Industries Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



6.   SALE OF 714674 ALBERTA LTD. (O/A CALGARY CHEMICAL)

     The Corporation disposed of its wholly owned subsidiary, 714674 Alberta
     Ltd. (o/a Calgary Chemical) effective June 30, 1998 to an arm's length
     corporation. The consideration for the sale was: a payment of fifteen
     percent of the subsidiary's audited after-tax profit for the fiscal year
     1998; indemnification of the Corporation from Calgary Chemical's bank debt;
     a release of the employment contract of the former president of the
     Corporation; cancellation of options to purchase shares of the Corporation
     held by the former president; and forgiveness by the Corporation of $59,735
     owed by the subsidiary to the Corporation.

     As a result of the sale of 714674 Alberta Ltd. (Calgary Chemical) effective
     June 30, 1998, the company has reflected the operations of Calgary Chemical
     as a discontinued operation. Revenue from sales during the six months until
     the sale was $286,347 compared to $444,192 for the year 1997 and $145,889
     for the year 1996 (from acquisition September 30, 1996). Cost of goods sold
     was $147,496 in 1998, $227,240 in 1997 and $75,723 in 1996.

7.   LICENSE AGREEMENT

     On April 8, 1998, the Corporation entered into a License Agreement with
     Andrew Engineering Inc., ("Andrew") an arm's length corporation, whereby
     the Corporation acquired a worldwide license to manufacture and market a
     patented device for the color matching of dentures to a patient's tooth
     color. The license agreement required the Corporation and Andrew to develop
     a business plan for manufacturing and marketing of the device, including
     obtaining of financing; issuance of 4.8 million shares of the Corporation's
     stock to Andrew; and provided for the Corporation to pay a royalty of 10%
     of the gross profit of sales if the Corporation manufactured the product
     itself, or 7% of gross profit if manufacturing is done by an independent
     third party. The 4.8 million shares were issued during 1998 for a deemed
     value of $1,344,000.

     As a result of the settlement of litigation with AEI Trucolor Inc. ("The
     Settlement Agreement") (Note 8). The License agreement was cancelled and
     4.8 million shares were returned to treasury.

8.   AEI TRUCOLOR INC.

     An action was brought by AEI Trucolor Inc. ("Trucolor") in British Columbia
     Supreme Court against Travelport Systems Inc. (Formerly Wolf Industries
     Inc.), Andrew Engineering Inc., and other parties to the license agreement.

     This action was settled by the execution of two agreements the effect of
     which is that the Company can acquire up to a 60% equity interest in AEI
     Trucolor Inc., an arm's length private company. As at December 31, 1999,
     the Company has a 40% interest in AEI Trucolor Inc. as described below.


                                      F-12
<PAGE>
                             TRAVELPORT SYSTEMS INC.
                         (Formerly Wolf Industries Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



8.   AEI TRUCOLOR INC., continued

     The first agreement was an asset purchase agreement entered into with
     Andrew Engineering Inc. ("AEI"), which will see the Company acquiring AEI's
     25% equity interest in Trucolor. As consideration for the acquisition, the
     Company issued to AEI 50,000 restricted shares in its capital stock. As
     well, AEI was granted the right to acquire, in the event a
     manufacturing/distribution agreement is consummated, as described below,
     25% of the Company's then existing interest in Trucolor.

     The second agreement was entered into between the Company, AEI, Andrew
     Rawicz and GPT Management Ltd. ("GPT") and results in the litigation
     initiated by GPT concerning the ownership of the Analyzer being dismissed
     (Victoria Registry No. 99-0811), and in a declaration that Trucolor is in
     fact the owner of the Analyzer.

     This agreement goes on to provide for the Company acquiring 15% of GPT's
     equity interest in Trucolor and for its acquisition, without additional
     consideration, of a further 20% interest, upon execution by Trucolor of an
     agreement with a third party for the manufacturing/distribution of the
     Analyzer. The additional 20% interest can be obtained by the Company if
     Trucolor receives, in cash, an aggregate after tax benefit of at least
     $750,000.

     This agreement (the "Settlement Agreement") provides further that the
     Company's May, 1998 License Agreement with AEI be cancelled and, as a
     consequence, the 4,800,000 restricted shares of the Company, issued in
     respect of the License Agreement, were returned to treasury for
     cancellation.

     The agreement with a third party was not consummated by Trucolor, and
     therefore the 20% interest was transferred to GPT. As a result, the Company
     holds a 40% interest in Trucolor, and GPT a 60% interest.

9.   FINANCIAL INSTRUMENTS

     The Company's financial instruments consist of cash, accounts receivable,
     accounts payable and accrued liabilities. Unless otherwise noted, it is
     management's opinion that the company is not exposed to significant
     interest, currency, or credit risks arising from these financial
     instruments. The fair values of these financial instruments approximate
     their carrying values.


10.  SUBSEQUENT EVENTS

     Subsequent to the end of the year, the Company:

     a)   Cancelled 300,000 stock purchase options exercisable at $0.25 per
          share until May 31, 2005.

     b)   See also Note 4.


                                      F-13
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE - None



<PAGE>



PART III

ITEM 9.           DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following are the names, positions, and municipalities of residence and
relevant backgrounds of key personnel of the Corporation:

PATRICK A. McGOWAN - (Age 62). President, C.E.O., Director of the Company,
     Coquitlam, British Columbia. President of the Company since April 16, 1998.
     September 1996 to April 1999, president of Consolidated Ewing Industries
     Inc. (now Lyra Resources Ltd.), Vancouver, B.C., a company formerly engaged
     in oil and gas exploration, which is publicly traded on the Canadian
     Venture Exchange ("CDNX"), formerly the Vancouver and Alberta Stock
     Exchanges. November 1997 to the present, President of American Hunter
     Exploration, Vancouver, B.C., a privately held Nevada corporation engaged
     in oil and gas exploration. February 1998 to the present, President and
     Director of U.S Diamond Corp., Vancouver, B.C., the parent company of
     American Hunter Exploration, a public company involved in natural
     resources, and traded on the CDNX. August 1997 to December 1997, President
     and Director of Globenet Resources Inc., Vancouver, B.C., a public traded
     company traded on the CDNX, engaged in natural resource exploration and
     development. October 1992 - September 1996, President and Director of The
     Indisposibles, Burnaby, B.C., a manufacturer and distributor of infant
     wear, incontinent and feminine hygiene products throughout North America
     and Europe. January 1988 to September 1992, Executive Vice President of
     Pacific Paper Products, Burnaby, B.C., a manufacturer and distributor of
     paperboard products in British Columbia and Alberta. Graduated from
     University of Western Ontario with Masters of Business Administration in
     1965, graduated University of Oregon with Bachelor of Science, Finance and
     Economics in 1963.

ALLEN SCHWABE (Age 44). Treasurer and Director of the Company, Delta, British
     Columbia. Treasurer since April 16, 1998. Since 1982 to the present,
     President and owner of Buellex Holdings, Inc., Delta, B.C., a company
     engaged in investing for its own account. January 1996 to present, a
     Consultant to Pacific Insight Electronics Corporation, Nelson, B.C., Canada
     providing investment advice with respect to current market conditions for a
     variety of investment options. March 1996 to the present, Director of
     Porcher Island Gold Corporation, Vancouver, B.C., a precious metal
     exploration company publicly traded on the CDNX. March 1991 to June 1995,
     Director of Cyberion Networking Corp., a publicly held company traded on
     the CDNX. March 1995 to June 1996, Director of East West Resource Corp., a
     publicly held mining company traded on the CDNX. May 1996 to September
     1997, Director of G.F.M. Resources Ltd., a publicly held mining company
     traded on the CDNX.

PETER G. ROOK-GREEN (Age 60). Secretary, C.F.O., and Director of the Company,
     Surrey, British Columbia. Secretary since March 20, 2000, and Director
     since June 20, 2000. From 1994 to the present, President of Rook-Green
     Investments Inc. (d.b.a. R-G Management), a company engaged in providing
     administrative and accounting services to companies. May 1996 to present,
     Corporate Secretary and C.F.O. of Pallaum Minerals Ltd., Vancouver, B.C.,
     Canada, a resource company trading on the CDNX; February 1997 to June,
     2000, Corporate Secretary of Globalstore.com Incorporated, Vancouver, B.C.,
     an internet technology company trading on the CDNX; September 1998 to
     present, Corporate Secretary, and January, 2001 to present, Director, of
     Olympus Stone Inc., Vancouver, B.C., a resource company trading on the
     CDNX; February, 2000 to April, 2001, Corporate Secretary of US Diamond
     Corp., Vancouver, B.C., a resource company trading on the CDNX; March, 1998
     to present, Director of Anglo-Andean Explorations Inc., Vancouver, B.C., a
     resource company trading on the CDNX; January, 2000 to December, 2000,
     Director of Rystar Communications Ltd., Vancouver, B.C., trading on the
     CDNX; October, 1999 to present, Director of Terramin Resources, Inc., a
     resource company trading on the CDNX; and January, 2001 to present,
     Director and Corporate Secretary of Consolidated Fortress Resources Inc., a
     resource company trading on the CDNX. Mr. Rook-Green obtained a Certified
     Management Accountant (C.M.A.) designation in 1971.


<PAGE>



IAN  D. LAMBERT (Age 55) Director of the Company, North Vancouver, B.C. Director
     of the Company since January, 2001. Director, Covik Development Corp., oil
     and gas production, April 1990 to present; Director, Trade Winds Resources
     Ltd, mineral exploration, April, 1990 to present; Director, Dimensions West
     Energy Inc., oil and gas production, April, 1990 to present; Director,
     Quotemedia.com Inc., financial internet portal, May, 1994 to present;
     Director, Tasty Fries Inc., vending Machine manufacturer, September, 1995
     to present; Director, LiteWave Corp., marketing, February, 1999 to present;
     Director, Black Dragon Entertainment Inc., record distribution, July 2000
     to February, 2001; Director, First Telecom Corp. ,telecommunications,
     December 2000 to present; Corporate Secretary, Great Northern Health Inc.,
     medical equipment; Corporate Secretary, Black Dragon Entertainment Inc.,
     record distribution. Mr. Lambert holds a Bachelor of Commerce degree in
     quantitative analysis and computer science from the University of
     Saskatchewan.

Mr. Schwabe resigned as Secretary of the Company on March 20, 2000, and was
replaced by Mr. Rook-Green. Mr. Schwabe remains a Director and Treasurer of the
Company. Mr. Rook-Green was appointed a Director on June 20, 2000. Mr. Ian
McMillan was appointed a Director on July 7, 2000, and resigned on September 11,
2000. Mr. David Smith was appointed a Director on April 7, 2000, and resigned on
February 8, 2001. Mr. Ian D. Lambert was appointed a Director on January 31,
2001.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Registrant's
Executive Officers and Directors and persons who own more than 10% of its common
stock to file reports of ownership and changes in ownership with the SEC. Such
persons are required by SEC regulations to furnish the Registrant with copies of
all Section 16(a) forms filed by such person. Based upon a review of the initial
and annual statements of beneficial ownership, the Registrant's Executive
Officer and Directors have timely filed their reports of ownership, except for
Ian McMillan who failed to file a Form 3 or a Form 4 when he resigned.

ITEM 10. EXECUTIVE COMPENSATION

     (a) SUMMARY COMPENSATION TABLE (OMITTED FOR SIMPLICITY)

A private company wholly-owned by Mr. McGowan received or was due a total of
$37,695 of compensation in the fiscal year ended December 31, 2000 in accordance
with a management agreement approved by the directors in April, 1998 at a rate
of $7,000 per month, which was subsequently amended to Canadian $5,000 per month
effective August, 1999.

A private company owned by Mr. Rook-Green received or was due a total of $27,827
for rent, office services, accounting and administrative services for the period
since being appointed secretary of the Company in March, 2000.

Mr. Schwabe received $nil in 2000 (1999-$12,902) for consulting services
provided to the Company.

     (b) OPTIONS/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)

The Company has a Directors and Officers Stock Option Plan, a Key Personnel
Compensation Plan, and a 2000 Stock Option Plan as described below. Options
granted during the year 2000 to Executive Officers and Directors were as
follows:

Name                           Number          Price       Expiry Date
----                           ------          -----       -----------
P. Rook-Green                  30,000          $0.30       Mar. 20/05

     (c) AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND FISCAL
         YEAR-END OPTION/SAR VALUES

During the 2000 fiscal year, options were exercised as follows:

Name                     Number      Exercise price        Proceeds
----                     ------      --------------        --------
P. McGowan               70,000           $0.25             $17,500
M. Hardesty              75,000           $0.25             $18,750
<PAGE>

     (d) LONG-TERM INCENTIVE PLANS - AWARDS IN THE LAST FISCAL YEAR

In November 1996, the Company adopted the Wolf Exploration Inc. 1996 Directors
and Officers Stock Option Plan, ("the Plan") for its officers, directors, key
personnel and consultants to the Company. In 1996 and 1997, a total of 960,000
options to purchase shares were granted under this plan. As a result of the sale
of Calgary Chemical, and change of management, the 960,000 options were
cancelled in 1998. By resolution of the directors of the Company dated May 28,
1998, the Company reserved an additional one million shares of common stock of
the Company for the Plan bringing the total shares reserved to 2,000,000 and
renamed the Plan "The Wolf Industries Inc. 1998 Directors and Officers Stock
Option Plan" ("the Revised Plan") with all other terms and conditions of the
Plan remaining in full force and effect.

In September 1998, the Company by resolution of the directors, established the
"1998 Key Personnel Compensation Plan" ("Key Plan") whereby 1,000,000 shares of
the Company's stock was reserved for issuance. By resolution of the directors
dated November, 1998, a further 1,000,000 shares of common stock was authorized
to be reserved for issuance, bringing the total issuable under the Key Plan to
2,000,000 shares of common stock.

During 1998, under the terms of the Revised Plan, a total of 1,050,000 option to
purchase common shares of the Company were granted to three officers and
directors of the Company at $0.25 per share for a five-year period.

During 1998, under the terms of the Key Plan, options to purchase 75,000 shares
of the common stock of the Company was granted to an employee at $0.25 per
share, for a five-year period. Also under the terms of the Key Plan, 1,973,026
shares of common stock of the Company were issued at a deemed price of $0.25 per
share, and 1,000,000 shares of common stock of the Company at a deemed price of
$0.20 per share for services rendered by key personnel to the Company. In 1999,
under the terms of the Key plan, 350,000 shares were issued at a deemed price of
$0.18, and 100,000 shares were issued at a deemed price of $0.15.

During 2000, 30,000 options were granted at $0.30, and 300,000 at $0.25, for
five-year periods, under the terms of the two plans.

In October, 2000, the Company by resolution of the directors, established the
2000 Stock Option Plan ("2000 Plan"), whereby 5,000,000 of the company's stock
was reserved for issuance. During 2000, under the terms of the 2000 Plan, 50,000
options to purchase shares were granted at $0.30, 200,000 were granted at $0.15,
and 200,000 were granted at $0.25, all for five year periods.

     (e) COMPENSATION OF DIRECTORS

         1. Standard Arrangements

The members of the Company's Board of Directors are reimbursed for actual
expenses incurred in attending Board meetings.

         2. Other Arrangements

There are no other arrangements.

     (f) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, CHANGE IN CONTROL
         ARRANGEMENTS

As a result of the sale of Calgary Chemical (Item 1(a)), Mr. Coady resigned at
President and Chief Executive Officer, Secretary, and Director of the Company.
There was no additional cost to the Company for severance or vacation pay
resulting from this termination.


<PAGE>

Mr. Patrick McGowan was appointed President and Chief Executive Officer of the
Company in April 1998, at an annual fee of $84,000, which was subsequently
amended to Canadian $5,000 per month effective August, 1999. In 2000, Andrea
Resources Ltd. a company wholly-owned by Mr. McGowan received or was owed a
total of $37,695 for services rendered under this agreement.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of Common Stock by each director and nominee and by all directors and
officers of the Company as a group and of certain other beneficial owners of
more than 5% of any class of the Company's voting securities as of December 31,
2000 unless otherwise noted. The number of shares beneficially owned is deemed
to include shares of Common Stock which directors of officers have a right to
acquire pursuant to the exercise of options within sixty days of December 31,
2000. Each such person has sole voting and dispositive power with respect to
such securities, except as otherwise indicated.

         (a)      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.

None

         (b)      SECURITY OWNERSHIP OF MANAGEMENT.

Name and Address                           Number            Percentage
                                        Of Shares              of Class
-----------------------------           ---------            ----------
Patrick A. McGowan
211 - 1148 Westwood Street
Coquitlam, B.C.
V3B 4S4                                   759,380   (1)            5.8%

Allen Schwabe
1730 Beach Grove Drive
Delta, B.C.
V4L 1P3                                   200,000   (2)            1.5%

Peter G. Rook-Green
14920 - 83A Avenue
Surrey, B.C.
V3S 7S2                                    30,000   (3)            0.2%

Ian D. Lambert
1220 Eastview Road
North Vancouver, B.C.
V7J 1L6                                    25,000                  0.2%


(1)  Includes 580,000 options to purchase shares at a price of $0.25 per share.
(2)  Consists entirely of options to purchase shares at a price of $0.25 per
     share.
(3)  Consists entirely of options to purchase shares at a price of $0.30 per
     share.

     (c)  CHANGES IN CONTROL

None

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. McGowan is the sole shareholder of Andrea Resources Ltd., which billed the
Company a total of $37,695 during 2000 (1999-66,427) for services rendered under
the management agreement (Item 10(f)). Buellex Holdings Inc., a company wholly
owned by Mr. Schwabe, billed the Company $nil during 2000 (1999-$12,947) for
consulting services. Mr. Rook-Green is an owner of R-G Management, which billed
the Company $27,827 (1999-$nil) for services since being appointed secretary of
the Company in March, 2000.

The Company's By-laws include a provision regarding Related Party Transactions
which requires that each participant to such a transaction identify all direct
and indirect interest to be derived as a result of the Company's entering into
the related transaction. A majority of the disinterested members of the board of
directors must approve any Related Party Transaction

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES & REPORTS ON FORM 8-K

The following documents are filed as part of this report under Part II, Item 8:

Audited Financial Statements and notes thereto                 Pages F-1 to F-13

(a)  Exhibits as required by Item 601 of Regulation S-B
<TABLE>
<CAPTION>
<S>                <C>
Exhibit Number      Description                                      Incorporated by Reference to
--------------      -----------                                      ----------------------------
(3) (a) (1)         Articles of Incorporation as amended             Registrant's Report on Form
                                                                     10SB12G dated June 19, 1997.

(10) (1)            Sale agreement between Wolf Industries Inc.      Registrant's Quarterly Report on
                    and Gorda Technology Holdings Limited            Form 10QSB for the quarter ended
                                                                     March 31, 1998

(10) (2)            License agreement between Wolf Industries        Registrant's Quarterly Report on
                    Inc., Andrew Engineering Inc., Andrew Rawicz     Form 10QSB for the quarter ended
                    Ph.D. and Ivan Melnyk Ph.D.                      March 31, 1998

(10) (3)            Asset purchase agreement between Wolf            Registrant's Quarterly Report on
                    Industries Inc. and Andrew Engineering Inc.      Form 10QSB for the quarter ended
                                                                     June 30, 1999

(10) (4)            Agreement between Wolf Industries Inc., Andrew   Registrant's Quarterly Report on
                    Engineering Inc., Andrew Rawicz and GPT          Form 10QSB for the quarter ended
                    Management Ltd.                                  June 30, 1999

</TABLE>


<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities set forth below on the dates indicated.

Date:  April 12, 2000
----------------------
Travelport Systems Inc.


By /s/ Patrick A. McGowan
-------------------------
Patrick A. McGowan, Title:  President, Chief Executive Officer, and Director


By /s/ Peter G. Rook-Green
--------------------------
Peter G. Rook-Green, Title:  Secretary, Chief Financial Officer, and Director