EXHIBIT 10.5 Company Press Release For Immediate Release ---------------------
Wolfpack Corporation to acquire Jetco Communications Corporation RALEIGH, N.C.
--April 20, 2000-Wolfpack Corporation (OTCBB: WLFP) today announced that it has
entered into agreements to acquire JetCo Communications ...
Company Press Release
For Immediate Release
Wolfpack Corporation to acquire Jetco Communications Corporation
RALEIGH, N.C.--April 20, 2000-Wolfpack Corporation (OTCBB: WLFP) today announced
that it has entered into agreements to acquire JetCo Communications Corporation.
Under the agreements, Wolfpack will acquire a majority 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"). JetCo shareholders will receive 10,001,850 shares of
newly issued common stock of Wolfpack. Under the terms of the transaction,
JetCo shareholders will own approximately 57% of the capital stock of Wolfpack
on a fully diluted basis.
The acquisition is subject to several conditions, including JetCo acquiring
businesses with revenues of an aggregate of at least $1,000,000.
E-Z Fon provides prepaid local telephone service to just over 1,100 customers in
Texas. Revenues for the first quarter were approximately $206,000 and net
profits were approximately $33,000. Revenues for last year were approximately
$211,000 with a net loss of approximately $9,000.
E-Z Wireless is a prepaid cellular phone service provider operating in Texas and
has service agreements in seven other states. Revenues were approximately
$115,000 for the first quarter and $122,000 from inception (July 1999) through
December 1999. E-Z Wireless broke even during those periods.
JetCo plans to acquire several customer bases and distribution channels in Texas
and throughout the United States with the goal of obtaining 50,000 customers by
the end of 2000.
JetCo has also developed proprietary Integrated Communications Provider ("ICP")
software, which JetCo anticipates will be completed during the second quarter.
The software, along with the anticipated new service agreements will enable E-Z
Fon to provide local phone service, long distance, wireless, paging, Internet
and satellite television services to both prepaid and conventional invoiced
Peter L. Coker, the President of Wolfpack, stated: "We believe that this
acquisition will allow us to enter into a new and exciting business with
potential rapid growth and favorable margins."
Wolfpack has also acquired 7,000,000 shares of JetCo common stock at an
effective price of $.10
per share for the purpose of financing the JetCo acquisitions, including the
acquisition of the E-Z Fon business operations. This resulted in Wolfpack owning
approximately 43% of JetCo's outstanding common stock. Wolfpack has an option to
purchase up to 2,500,000 shares of the common stock of JetCo at $0.10 per share
until June 30, 2001, or the option may terminate earlier if JetCo closes the
acquisitions by June 30, 2000.
Wolfpack Corporation is a holding company, the principal assets of which consist
of the capital stock of each of AAM Investment Council, Inc., a currently
inactive investment management company, and Dina Porter, Inc., a retailer of
high quality women's fashion apparel and accessories. For further information,
contact: Wolfpack at (919) 831-1351.
Disclaimer: This news release contains forward-looking statements as defined by
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events or performance and underlying assumptions and other statements, which are
other than statements of historical facts. These statements are subject to
uncertainties and risks including, but not limited to, product and service
demand and acceptance, changes in technology, economic conditions, the impact of
competition and pricing, government regulation, and other risks defined in this
document and in statements filed from time to time with the Securities and
Exchange Commission. All such forward-looking statements, whether written or
oral, and whether made by, or on behalf of, the company, are expressly qualified
by these cautionary statements and any other cautionary statements which may
accompany the forward-looking statements. In addition, the company disclaims any
obligation to update any forward-looking statements to reflect events or
circumstances after the date hereof.