U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
AMENDMENT NUMBER 1
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
WOLF INDUSTRIES, INC.
(Name of Small Business Issuer in its Charter)
Nevada E.I.N. 98-0171619
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4020, 7 Street, SE
Calgary, Alberta, Canada T2G 2Y8
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (403) 543-0970
SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class to be registered
Common Stock OTC Electronic Bulletin Board
Total Number of Pages:
Index to Exhibits Appears on Page: 14 Page: 1
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS
(a) BUSINESS DEVELOPMENT
--------------------
Wolf Industries, 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, Wolf Exploration entered into an agreement with Bill Bell
and J.T. Bell (not related) to acquire all of the outstanding common stock
of 418297 Alberta, Ltd. operating as Calgary Chemicals. The consideration
paid was $620,500 (U.S.). The Company continues the business of Calgary
Chemical as its activities are targeted to the oil and gas service industry
through a wholly owned subsidiary operating as Calgary Chemical.
In March 1997, the name was changed to Wolf Industries, Inc. to reflect
these developments. The Company does not have any plans, proposals,
arrangements or understandings with respect to future acquisitions.
(b) BUSINESS OF THE ISSUER
----------------------
CALGARY CHEMICAL
----------------
Wolf Industries, Inc. carries out its present operations through a wholly
owned subsidiary company 714674 Alberta Ltd., operating as Calgary
Chemical. Calgary Chemical began operations in 1989 and has experienced
steady growth. In the fiscal year ending July 1996, its gross revenue was
Can. $1,029,150 (U.S. $744,345), with an operating profit before
compensation to the former owners and income taxes of approximately Can.
$310,000 (approximately U.S. $227,850).
The Company was founded in 1988 by William Bell, who had worked for NOWSCO,
a Canadian worldwide provider of services to oil and gas exploration firms.
Mr. Bell directed the creation of NOWSCO's in house custom blending
operations. Mr. Bell created Calgary Chemical because he perceived a
unique market niche for a company capable of custom blending oil and gas
lubricants for production companies.
Thus, Calgary Chemical's primary service is the custom blending of
chemicals for application in the production of oil and gas. The Company
provides dewaxing chemicals, scale inhibitors and demulsifying agents and
lubricants to its customers throughout Western Canada. In addition to
providing a custom blending service, Calgary Chemical carries quantities of
certain basic liquids, such as zylene, methanol and kerosene, in stock for
the immediate use of its customers and also provides a storage service to
its customers for their own blended products.
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The manner of the relationship among the Company and its customer is that
the custom blends are demanded by the production company whose ingredients
are subject to a confidentiality agreement in place. Formulas are
proprietary to the end-users. Raw materials are delivered to Calgary
Chemical who then provides the service of blending the formulas and
producing the finished product. It does not provide any chemical
production facilities. Nor does Calgary Chemical ship the finished
products. This is done by independent shippers.
The blending process was designed by the Company. In addition to the
blending and storage facility and office space, the Company has its own
laboratory facilities for testing its product and supporting customers'
special needs.
The raw materials used by the Company historically have been readily
available from a number of different suppliers. The pricing of these raw
materials historically has not been volatile, and the Company has no
significant supply contracts extending into the future.
The products used by the Company are toxic and some are hazardous, which
requires the Company to comply with local and provincial environmental and
fire protection standards. The Company takes strict precautions to
maintain compliance with regulatory environmental and safety standards. In
addition the Company is going to seek ISO 9002 certification.
The Company's current customer list comprises the majority of those that
have been customers since the Company's inception. The commitment to
servicing this customer base has resulted in customer loyalty, built
through the confidentiality with which each customer's recipes for chemical
blending are treated, combined with an accurate and timely service
delivery.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS
The most significant event of the fiscal year ended December 31, 1996, was
the share purchase agreement dated August 28, 1996, pursuant to which the
Company acquired all of the outstanding shares of its subsidiary 714674
Alberta Ltd. The result of this agreement was that the Company acquired
and assumed management of its custom chemical blending business, Calgary
Chemical.
Calgary Chemical's results have been included from October 1, 1996, the
effective date of the acquisition, Calgary Chemical was a closely held
private corporation which had conducted operations for eight years prior to
its acquisition by Wolf Industries. Selected unaudited operating
highlights for the last three years are included as follows:
(a) RESULTS OF OPERATION
--------------------
The pro forma comparative results of operations of the Company are not
necessarily indicative of the results that may be expected for the year
ending December 31, 1997. Revenue from product sales for the year ended
July 31, 1996 was $744,345, a decrease of $29,628 for the same period ended
July 31, 1995. The cost of the Company's product sold for year ended July
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31, 1996 was $377,247. A decrease over the same period ended July 31, 1995
of $110,458. The Company's gross margin for the year ended July 31, 1996
was $367,098, an increase of $80,830 over the same period ended July 31,
1995. All of the foregoing figures are in U.S. dollars computed at a
$0.735 exchange rate of CN $1.00.
The Company expects that these revenues will continue and sales margins may
increase as the Company's business and accounting practices continue to
impact its operations.
(b) CAPITAL RESOURCES
-----------------
The Company's current financial condition is stable. For the three month
periods ending December 31, 1996, and March 31, 1997, the Company's
financial position and results of its operations, are as follows:
Three Months Ended Three Months Ended
December 31, 1996 March 31, 1997
Current Assets $ 222,106 $ 209,821
Capital Assets $ 271,258 $ 274,176
Other Assets $ 248,357 $ 246,416
---------- ---------
Total Assets $ 741,721 $ 730,413
========== =========
Current Liabilities $ 319,728 $ 329,243
Long Term Debt $ 109,807 $ 84,844
---------- ---------
Total Liabilities $ 429,535 $ 414,087
=========
Common Shares $ 307,330 $ 319,830
Retained Earnings (deficit) $ 4,856 $ <3,504>
---------- ---------
$ 741,721 $ 730,413
========== =========
Revenues $ 145,889 $ 123,363
Cost of Sales $ 75,723 $ 64,069
Expenses $ 53,810 $ 67,654
---------- ---------
Income (Loss) Before $ 16,356 $ <8,360>
Income Taxes ========== =========
(c) LIQUIDITY.
---------
The Company expects to increase revenue without further capital investment,
as a result of implementation of its marketing plan and presently
underutilized facilities. The Company has good banking relationships, and
creditworthiness and is presently restructuring its long term
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debt; whereby the long term debt obligations will require payments of
approximately $15,300 per quarter. Finally, the Company expects to raise
additional capital through equity investment.
The Company has not expended funds on research and development. The
Company does not have any commitments for capital expenditures and does not
anticipate any short term need to make capital expenditures in order to
maintain and increase operations. The Company has increased its number of
employees from three at December 31, 1996, to five, by recently adding an
office manager and a marketing officer.
The Company has raised capital through the sale of securities in two
private placements. In January 1996, $100,000 ($0.01 per share) was raised
by selling 10,000,000 shares of common stock pursuant to a Regulation Rule
504 offering. In November 1996, Wolf Industries, Inc. raised an additional
$266,150 ($.50 per share) by selling 532,300 shares of common stock also in
reliance upon Regulation D Rule 504. The Company has also realized cash
flow from operations. Historically, this cash flow has been sufficient to
meet current cash demands. The Company will investigate asset based bank
financing for the purpose of expanding operations, but these cash sources
are not needed for current cash needs. The Company will also investigate
debt or equity based financing for capital expansion.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company's principal office is located at 4020, 7 Street, S.E., Calgary,
Alberta T2G 2Y8; phone no. (403) 543-0970; facsimile no. (403) 543-0977.
These premises are leased. The premises consist of an industrial warehouse
of 12,100 square feet, of which 1,750 is used as office space, and are
subject to a lease that expires December 31, 2001. The Company owns its
own blending and storage equipment, together with forklift trucks for use
on the Company's premises.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
-----------------------------------------------
Number of Percentage of
Name and Address Shares Class
- ---------------- --------- -------------
John Donaldson (1) 2,150,000 20.4%
329 Brill Road, RR#1
Foster, Quebec
T2J 3N6, Canada
Chen Jih Hwee 900,000 8.5%
c/o Monarch Consulting Services, Inc.
7th Floor, Kalaw-Ledesma Condo.
117 Gamboa St., Legaspi Village
1229 Makati City, Metro Manila
Philippines
Clive P. H. Ng 900,000 8.5%
c/o Monarch Consulting Services, Inc.
7th Floor, Kalaw-Ledesma Condo.
117 Gamboa St., Legaspi Village
1229 Makati City, Metro Manila
Philippines
Ernesto Geromino 900,000 8.5%
c/o Monarch Consulting Services, Inc.
7th Floor, Kalaw-Ledesma Condo.
117 Gamboa St., Legaspi Village
1229 Makati City, Metro Manila
Philippines
Cheng Ming Lee 900,000 8.5%
c/o Monarch Consulting Services, Inc.
7th Floor, Kalaw-Ledesma Condo.
117 Gamboa St., Legaspi Village
1229 Makati City, Metro Manila
Philippines
Shiew Ming Moo 900,000 8.5%
c/o Monarch Consulting Services, Inc.
7th Floor, Kalaw-Ledesma Condo.
117 Gamboa St., Legaspi Village
1229 Makati City, Metro Manila
Philippines
(1) Does not include 147,300 shares beneficially owned by his son, James
Donaldson, a Director of the Registrant for which John Donaldson disclaims
any beneficial ownership.
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<PAGE>
(b) SECURITY OWNERSHIP OF MANAGEMENT.
--------------------------------
Shares Percentage of Class
Blair Coady 700,000 (1) 6.6%
4020, 7 Street, SE
Calgary, Alberta, Canada
John Grove 150,000 (2) 1.4%
4020, 7 Street, SE
Calgary, Alberta, Canada
James Donaldson 147,300 (3) 1.4%
4020, 7 Street, SE
Calgary, Alberta, Canada
Combined Ownership of 997,300 9.5%
Management
(1) Consists of shares issuable upon exercise of options at $.50 per share.
Does not include 490,000 shares held by Christopher Coady, the brother of
Blair Coady, for which Blair disclaims beneficial ownership.
(2) Consists of shares issuable upon exercise of options at $.50 per share.
(3) Consists of 75,000 shares issuable upon exercise of options at $.50 per
share and 72,300 shares purchased in November 1996. Does not include
2,150,000 shares held by his father, John Donaldson, for which James
Donaldson disclaims beneficial ownership.
(c) CHANGES IN CONTROL.
------------------
Changes in control occurred in August 1996, when Blair Coady was appointed
the sole officer of the Company and a member of its Board of Directors. As
part of the change in control, Mavis Robinson, a former director and
officer, resigned. This occurred on March 19, 1997. At that time John
Grove joined the Board of Directors.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
(a) DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
The following are the names, positions, municipalities of residence and
relevant backgrounds of key personnel of the Corporation.
BLAIR COADY - (Age 55). Director, President and Secretary, Calgary,
Alberta.
OCTOBER 1992 THROUGH MARCH 1995. Chairman of the Board of Earthwhile
Developments Inc., a Canadian corporation involved in waste
management, specifically solvent recycling, bioremediation and
composting.
1985-1992. Chairman and Director of Calto Industries Ltd., a Canadian
corporation engaged in biomedical waste remediation and solvent
recycling.
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1978-1984. Director and President (1978-1982 only) of Terato
Resources Ltd., a Canadian public corporation engaged in the
exploration, development and production of oil and gas in Western
Canada and the Southern United States.
1966-1976. Partner, Director and Vice President in Bongard, Leslie &
Co., Ltd. a Canadian Investment Dealer and Brokerage firm.
JOHN EDWARD KENNETH GROVE - (Age 41). Director, Chairman of the Audit
Committee and Consultant, Calgary, Alberta.
September 1994 to Present. Mr. Grove is Vice President, Vestiture
Corporation, a merger, acquisition and corporate finance firm.
April 1991 to August 1994. Mr. Grove was with Armada Development
Group and responsible for leasing 150,000 square feet of new strip
mall development.
June 1988 to August 1991. Mr. Grove was President and Director of CR-3
Express Ltd., a refrigerated transportation company which he
created, developed to an annual gross sales level of 7 million dollars
and then sold the company.
July 1985 to February 1988. Mr. Grove was President and Director of
Hurricane Hydrocarbons Ltd., a public company of which he was one of
the founders and which he developed to a level of $600,000 gross
revenue per annum.
July 1983 to July 1985. Mr. Grove was General Manager of Slant
Systems Ltd., a private oil and gas drilling company.
December 1980 to June 1983. Mr. Grove was with H.C.I. Holdings Ltd.
of Toronto as an oil and gas analyst for that company and also Elliot
and Page.
September 1978 to November 1980. Bastion Drilling Ltd., President and
Director. Mr. Grove graduated from the University of Alberta in 1978
with a Bachelor of Commerce Degree.
JAMES DONALDSON - (Age 35). Director, Vancouver, British Columbia.
1991 to Present. Donegal Developments Ltd., Vancouver, B.C., Project
Manager. Mr. Donaldson supervises property evaluation programs
throughout the western hemisphere for this mining company.
1993-1995. Nicholson & Associates, Vancouver, B.C., Project
Manager/Exploration Technician. Mr. Donaldson supervised mining
exploration programs throughout the western hemisphere for this mining
company.
1987-1994. Goldon Mining Ltd., Delta, B.C., Geophysical Technician.
Mr. Donaldson performed geophysical surveys on mineral exploration
properties throughout Canada.
1985-1987. Freegold Recovery Inc., Vancouver, B.C., Mill
Technician/Geotechnician. Mr. Donaldson installed gravity
concentrating systems and conducted testing at various mining
operations.
1984-1985. Erana Mines Ltd., Lively, Ontario, Mill Technician. Mr.
Donaldson was responsible for installing, operating and maintaining
production plant equipment for this mining company.
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<PAGE>
(b) SIGNIFICANT EMPLOYEES.
---------------------
IAN BUBIS - (Age 26). Calgary Chemical Plant Manager, Calgary, Alberta,
1994 to present. Mr. Bubis has extensive experience in the blending of
chemical formula and related plant operations. Mr. Bubis is an original
employee of Mr. Bill Bell, the founder of the Company. From 1990 to 1994,
Mr. Bubis was a self employed Equestrian Trainer.
(c) FAMILY RELATIONSHIPS.
--------------------
There are no family relationships to report.
(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
----------------------------------------
There are no legal proceedings to report.
ITEM 6. EXECUTIVE COMPENSATION
(a) SUMMARY COMPENSATION TABLE (omitted for simplicity)
--------------------------
Mr. Coady received $4,380 of compensation per month for November and
December of 1996, no other cash compensation was granted or paid in the
fiscal year ended December 31, 1996.
(b) OPTION/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
---------------------------------------------------------
The Company has a Management Stock Option Plan, described below. There
have been no other options granted.
(c) AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
--------------------------------------------------------------
Option/SAR Values
-----------------
There have been no exercises in the past fiscal year.
(d) LONG-TERM INCENTIVE PLANS -- AWARDS IN 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 of the one million shares
contributed to the Plan, Mr. Coady in November 1996, was awarded a five
year option to acquire 700,000 at $0.50 per share. In March 1997, Mr.
Grove received 150,000 options at $0.50 per share. Mr. Donaldson was
awarded 75,000 options at $0.50 per share in November 1996. The purpose of
the Plan is to advance the business and development of the Company and its
shareholders by affording to its Directors, Officers, Employees and
Consultants the opportunity to acquire a propriety interest in the Company
by the grant of Options.
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(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
--------------------
The terms are set forth in Mr. Coady's Employment Agreement. SEE Exhibit
E.2. These terms may be summarized as follows: Mr. Coady receives a
salary of $52,560 per annum and three weeks of paid vacation per annum.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) VESTITURE CORPORATION
---------------------
Mr. Grove is an Executive Vice President of Vestiture Corporation as well
as a director of Wolf Industries, Inc. Vestiture Corporation was paid
$35,770 for brokering the transactions by which Mr. Bill Bell and Mr. J.T.
Bell sold their interests to Wolf Exploration in Calgary Chemicals. It was
further paid an additional $7,300 for arranging certain bank financing in
connection with the Bell transaction.
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 interests 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 8. LEGAL PROCEEDINGS
There are no legal proceedings involving the Company or its management.
ITEM 9. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER
MATTERS
(a) MARKET INFORMATION
------------------
The Company's stock is not listed for sale on any exchange or trading
medium. However, certain of the Registrant's shareholders have made
private sale transactions through a broker-dealer in the Philippines. The
Company intends to seek the listing of its Common Stock on the NASD's OTC
Electronic Bulletin Board upon the effectiveness of this Form 10-SB. Until
such
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time, there is no public market for the Company's Common Stock. There are
options held by management to acquire 1,000,000 shares pursuant to the
stock option plan.
In January 1996, 10,000,000 shares were sold to individuals pursuant to
Rule 504 of Regulation D. Between November 1996, and April 1997, 532,300
shares were sold pursuant to Rule 504 of Regulation D to nine individuals.
As permitted by Rule 504 certificates for these securities were issued
without restrictive legends. However, 72,300 of these shares were
purchased by James Donaldson, a director of the Registrant and may only be
publicly sold pursuant to Rule 144.
(b) HOLDERS
-------
There are 66 holders of the Company's Common Stock.
(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 10. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, the Registrant sold securities which were not
registered under the Securities Act of 1933, as amended, as set forth
below.
The Registrant was not a reporting company pursuant to the Securities
Exchange Act of 1934 nor was it a development stage company with no
business plan. Thus it was eligible to rely upon Rule 504. Moreover, Rule
504 was available to the registrant in that the Company sold less than
$1,000,000.00 worth of securities in the previous 12 month period and the
purchasers were unaffiliated, sophisticated investors. Further, Rule 504
does not require the presentation of specified information prior to the
sale of the securities offered in reliance upon this rule.
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Name of Purchaser Date Security (1) Total
- ----------------- ---- ------------ Consideration
-------------
Arden Saxon 1/27/96 490,000 $ 4,900
Mirian Chernoff 1/27/96 490,000 $ 4,900
Magic Trading Company 1/27/96 490,000 $ 4,900
411276 B.C. Ltd. 1/27/96 490,000 $ 4,900
John Donaldson (2) 1/27/96 2,150,000 $ 21,500
Chen Jih Hwee 1/27/96 900,000 $ 9,000
Clive P. H. Ng 1/27/96 900,000 $ 9,000
Charlie Chew 1/27/96 900,000 $ 9,000
Ernesto Geromino 1/27/96 900,000 $ 9,000
Cheng Fong Lee 1/27/96 900,000 $ 9,000
Shiew Ming Moo 1/27/96 900,000 $ 9,000
Christopher C. Coady (3) 1/27/96 490,000 $ 4,900
411276 B.C. Ltd. 11/1/96 300,000 $150,000
Brian Heaney 11/1/96 100,000 $ 50,000
L.C.M. Equity, Inc. 11/1/96 25,000 $ 12,500
James Donaldson (2) 11/1/96 72,300 $ 36,150
Orest Sherban and
Jeri Sherban 3/31/97 20,000 $ 10,000
Paul Gomery 3/31/97 5,000 $ 2,500
Donald Patterson and
David Patterson 4/30/97 10,000 $ 5,000
(1) All securities are common stock.
(2) John Donaldson is the father of James Donaldson, a director of the
Registrant. James Donaldson disclaims any beneficial ownership in the
shares owned by his father.
(3) Christopher C. Coady is the brother of Blair Coady a director of the
Registrant. Blair Coady disclaims any beneficial ownership in the shares
owned by his brother.
With respect to the sales made, the Company or its affiliates relied on
Regulation D, Rule 504 and Section 4(2) of the Securities Act of 1933, as
amended as the exemption from the registration requirements of said Act.
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ITEM 11. DESCRIPTION OF SECURITIES
COMMON STOCK: The Company is authorized to issue up to 200,000,000 shares
of its $0.001 par value common stock. Each share is entitled to one vote
on matters submitted to a vote of the shareholders of the Company. There
is no cumulative voting of the common stock. The common stock shares have
no redemption provisions nor any preemptive rights.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 11 of the Company's By-laws provides that every person who was or
is a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or a person for whom he is the
legal representative is or was a director or officer of the corporation or
is or was serving at the request of the corporation or for its benefit as
a director or officer of another corporation, or as its representative in
a partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless to the fullest extent legally permissible
under the General Corporation Law of the State of Nevada against all
expenses, liability and loss (including attorney's fees, judgments, fines
and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith.
ITEM 13. FINANCIAL STATEMENTS.
The Financial Statements are contained at Exhibit 1 hereto and include
audited financial statements for the fiscal year ended December 31, 1996
and unaudited financial statements for the three-month period ended March
31, 1997.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
There have been no disagreements on accounting and financial disclosures
from the inception of the Company through the date of this Registration
Statement.
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ITEM 15. INDEX TO EXHIBITS
PAGE
Financial Statements
(i) Consolidated Financial Statements of
Wolf Industries, Inc. for Fiscal Year
Ended December 31, 1996*
(ii) Consolidated Financial Statements
of Wolf Industries, Inc.
for the Three Months Ended
March 31, 1997 - Unaudited*
(iii) Interim Consolidated Financial Statements
for the Period Ended June 30, 1997 - Unaudited
2. (i) The Bell Purchase Agreement*
3. (i) Articles of Incorporation*
(ii) Bylaws*
10. Material Contracts
(i) Employment Agreement Among Mr. Blair
Coady and Wolf Industries, Inc.*
(ii) The Management Stock Option Plan*
21. (i) Subsidiaries of the Registrant*
27. (i) Financial Data Schedule*
* Previously submitted.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Wolf Industries, Inc.
- -------------------------------------------------------------------------
(Registrant)
Date August 14, 1997
---------------------------------------------------------------------
By /s/ Blair Coady
-----------------------------------------------------------------------
(Signature)
Blair Coady, Title: Director, President and Secretary
- -------------------------------------------------------------------------
(Type Name and Title)
(On behalf of the Registrant and as [Title].)
Date August 14, 1997
---------------------------------------------------------------------
By /s/ John Grove
-----------------------------------------------------------------------
(Signature)
John Grove, Title: Director
- -------------------------------------------------------------------------
(Type Name and Title)
(On behalf of the Registrant and as [Title].)
Date August 14, 1997
---------------------------------------------------------------------
By /s/ James Donaldson
-----------------------------------------------------------------------
(Signature)
James Donaldson, Title: Director
- -------------------------------------------------------------------------
(Type Name and Title)
(On behalf of the Registrant and as [Title].)
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WOLF INDUSTRIES INC.
Interim Consolidated Financial Statements
For the period ended June 30, 1997
(Unaudited)
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<PAGE>
WOLF INDUSTRIES INC.
CONSOLIDATED BALANCE SHEET
As at
(Unaudited)
JUNE 30, MARCH 31,
1997 1997
---------- ----------
ASSETS
CURRENT
Cash and short-term deposits $ 66,005 $ 55,801
Accounts receivable 85,740 96,512
Inventory 54,869 49,840
Prepaid expenses 12,470 7,668
-------- --------
219,084 209,821
CAPITAL 273,602 274,176
EXCESS OF COST OVER NET IDENTIFIABLE
ASSETS ACQUIRED 239,183 246,416
-------- --------
$ 731,869 $ 730,413
======== ========
LIABILITIES
CURRENT
Demand bank loan $ 90,875 $ 61,795
Accounts payable and accrued
liabilities 129,981 125,530
Income taxes payable 10,853 15,653
Current portion of long-term debt 126,265 126,265
-------- --------
357,974 329,243
LONG-TERM DEBT 67,984 84,844
-------- --------
425,958 414,087
-------- --------
SHAREHOLDERS' EQUITY
COMMON SHARES 324,830 319,830
DEFICIT (18,919) (3,504)
-------- --------
305,911 316,326
-------- --------
$ 731,869 $ 730,413
======== =========
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WOLF INDUSTRIES INC.
INTERIM CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
For the period ended June 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
COMMON SHARES ADDITIONAL
---------------------- PAID-IN
SHARES AMOUNT CAPITAL (DEFICIT) TOTAL
--------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C>
BALANCE, beginning of period 10,522,300 $ 10,522 $ 309,308 $ (3,504) $ 316,326
COMMON SHARES ISSUED,
net of issue costs 10,000 10 4,990 - 5,000
NET LOSS - - - (15,415) (15,415)
---------- -------- -------- --------- --------
BALANCE, end of period 10,532,300 $ 10,532 $ 314,298 $ (18,919) $ 305,911
========== ========= ========= ========= ========
</TABLE>
-18-
<PAGE>
WOLF INDUSTRIES INC.
INTERIM CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
(Unaudited)
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1997 1997
----------- -----------
REVENUE
Product sales $ 106,101 $ 229,464
Cost of goods sold 54,758 118,827
-------- --------
GROSS MARGIN 51,343 110,637
-------- --------
EXPENSES
Amortization 15,690 31,330
Administration and marketing 30,250 58,168
Executive compensation 8,724 22,530
Interest on long-term debt 3,294 5,273
Rent 13,600 21,911
-------- --------
71,558 139,212
-------- --------
LOSS FROM OPERATIONS (20,215) (28,575)
INCOME TAXES RECOVERED 4,800 4,800
-------- --------
NET LOSS (15,415) (23,775)
RETAINED EARNINGS (DEFICIT),
beginning of period (3,504) 4,856
-------- --------
DEFICIT, end of period $ (18,919) $ (18,919)
======== ========
-19-
<PAGE>
WOLF INDUSTRIES INC.
INTERIM CONSOLIDATED STATEMENT OF CASH FLOW
(Unaudited)
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1997 1997
----------- -----------
CASH PROVIDED BY (USED FOR):
OPERATING ACTIVITIES
Net loss $ (15,415) $ (23,775)
Amortization 15,690 31,330
-------- --------
275 7,555
Changes in working capital:
Accounts receivable 10,772 31,779
Inventory (5,029) (18,276)
Prepaid expenses (4,802) (3,101)
Demand bank loan 29,080 25,445
Accounts payable 4,451 17,601
Income taxes payable (4,800) (4,800)
-------- --------
29,947 56,203
-------- --------
FINANCING ACTIVITIES
Issue of common shares 5,000 17,500
Repayments of long-term debt (16,860) (41,823)
-------- --------
(11,860) (24,323)
-------- --------
INVESTING ACTIVITIES
Purchase of capital assets (7,883) (20,000)
Purchase of 418297 Alberta Ltd.
(o/a Calgary Chemicals) - (4,500)
-------- --------
(7,883) (24,500)
-------- --------
INCREASE IN CASH 10,204 7,380
CASH, beginning of period 55,801 58,625
-------- --------
CASH, end of period $ 66,005 $ 66,005
======== ========
-20-
