FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1998
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-22723
WOLF INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
NEVADA 98-0171619
(State of incorporation) (IRS Employer ID No.)
4020, 7 Street, SE
Calgary, Alberta, Canada T2G 2Y8
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (403) 543-0970
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
As of May 6, 1998, the Registrant had 10,684,716 shares of Common Stock
outstanding.
Transitional Small Business Disclosure Format (check one); Yes No X
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION AND IS
THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
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Part I Financial Information
Item 1 Financial Statements.
Consolidated Balance Sheet (Unaudited)
3 Mths ended 3 Mths ended
March 31, 1998 March 31, 1997
Assets
Current
Cash and short term deposits $ - $ 5,801
Accounts receivable 123,605 96,512
Inventory 56,924 49,840
Pre Paid expenses 1,737 7,668
---------- ----------
182,266 209,821
Capital 269,955 274,176
Excess of cost over net identifiable
assets acquired 221,272 246,416
---------- ----------
$ 673,493 $ 730,413
========== ==========
Liabilities
Current
Bank indebtedness $ 5,341 $ -
Demand bank loan 52,478 61,795
Accounts payable and accrued liabilities 180,116 125,530
Income tax payable - 15,653
Current portion of long term debt - 126,265
---------- ----------
237,935 329,243
Long term debt 160,931 84,844
---------- ----------
398,866 414,087
---------- ----------
Shareholders' equity
Common shares 354,368 319,830
Unrealized foreign exchange gain 6,923 -
Deficit (86,664) (3,504)
---------- ----------
274,627 316,326
---------- ----------
$ 673,493 $ 730,413
========== ==========
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Interim consolidated Statement of Loss and Retained Earnings (Deficit)
For the three month period ended March 31, 1998
(Unaudited)
3 Mths ended 3 Mths ended
March 31, 1998 March 31, 1997
Revenue
Product sales $ 169,826 $ 123,363
Cost of goods sold 88,309 64,069
---------- ----------
Gross Margin 81,517 59,294
---------- ----------
Expenses
Amortization 15,090 15,640
Administration 50,639 27,918
Executive compensation - 13,806
Interest on long term debt 4,022 1,979
Rent 13,476 8,311
---------- ----------
83,227 67,654
---------- ----------
Income (loss) from operations (1,710) (8,360)
Income taxes - -
---------- ----------
Net (loss) (1,710) (8,360)
Retained earnings (deficit) beginning
of period (84,954) 4,856
---------- ----------
Retained earnings (deficit) end
of period $ (86,664) $ (3,504)
========== ==========
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Item 2 - Management's Discussion and Analysis or Plan of Operation.
(a) Liquidity
The Company is experiencing occasional illiquidity and is dependent upon
the timely collection of receivables to meet its expenses as demonstrated
by having no significant cash on hand at March 31, 1998 while receivables
were at $123,605. However the Company has not experienced any significant
delays in its collections. Pursuant to below described Licensing Agreement
and pending completion of the sale of the Company's subsidiary, the Company
will be relying upon debt or equity financing for the development of its
new business direction. However as the result of the sale of the
subsidiary the Company will also eliminate its existing debt and accounts
payable.
(b) Capital Resources
The Company's capital assets have remained stable during the three month
period ended March 31, 1998. However pending completion of the sale of the
Company's subsidiary, the Company will recognize a substantial decrease in
capital assets as substantially all of the capital assets are held in the
subsidiary and will be sold.
(c) Results of Operations
For the three months ending March 31, 1998, the Company incurred a net loss
of $1,710. Sales for the quarter ended March 31, 1998 were up $46,463 from
the three month period ended March 31, 1997 which reflects the Company's
increased marketing efforts over the past year. However, the Company
continues to have underutilized plant capacity.
Part II - Other Information
Item 1 - Legal Proceedings: There are no proceedings to report.
Item 2. - Changes in Securities: There are no changes to report.
Item 3. - Default Upon Senior Securities: There are no defaults to report.
Item 4. - Submission of Matters to a Vote of Security Holders: None during
the first quarter.
Item 5. - Other Information.
Disposition of Assets
On April 20, 1998, the Company executed a Purchase Agreement with Gorda
Technology Holdings Limited, a Turks and Caicos Islands corporation (Gorda)
whereby the Company agreed to sell its wholly owned subsidiary 714674
Alberta, Ltd., an Alberta corporation doing business as Calgary Chemical to
Gorda. The consideration for the sale is: a payment of fifteen percent of
Calgary Chemical after tax profit (as determined by generally accepted
accounting principals) for the fiscal
<PAGE>
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; Gorda's indemnification of the Company from Calgary Chemical's
bank debt; a release of the employment contract of Blair Coady and the
surrender of Mr. Coady's stock options to acquire 700,000 shares of the
Company's common stock. Closing of the Agreement is contingent upon
approval of the transaction by the Company's shareholders at the next
annual meeting of the shareholders scheduled to be held on June 8, 1998 in
Vancouver, British Columbia.
Other Information: License Agreement
On April 8, 1998 the Company also entered into a License Agreement with
Edwards Engineering, Inc., 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 patented device for the color matching
of dentures to a dental patient's existing tooth color. Doctors Rawicz and
Melnyk hold the patent pending for the color analyzer and Andrews
Engineering developed and or acquired the techniques and other proprietary
information related to the device. The License Agreement requires the
Company and Andrews Engineering to develop a business plan for
manufacturing and marketing of the device including obtaining financing of
$1,500,000.00 US over the next six months. The License Agreement also
requires the issuance of 4.8 million shares of restricted stock to Andrews
Engineering, Inc., with registration rights on 600,000 of these shares.
The License Agreement also required that Patrick McGowan be appointed to
the Company's Board of Directors and that Mr. McGowan be appointed
President and Chief Executive Officer. Mr. McGowan is expected to sign a
management contract with the Company on or before the shareholders meeting.
At a meeting of the Company's Board of Directors held on April 16, 1998,
Mr. McGowan and Mr. Al Schwabe were appointed to the Company's Board of
Directors and appointed interim President, CEO and Secretary, Treasurer
respectively pending the approval of the shareholders of the above
described Gorda Technology transaction wherein Mr. Coady would resign from
all positions. The Agreement also provides for the Company to pay a
Royalty 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.
Item 6: Exhibits and Reports on Form 8-K
10.3 Purchase Agreement with Gorda Technology Holdings, Ltd.
10.4 License Agreement with Andrews Engineering, Inc.
27 Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WOLF INDUSTRIES INC.
Dated: May 14, 1998
/s/Patrick McGowan
Patrick McGowan, President
/s/Al Schwabe
Al Schwabe, Secretary, Treasurer
EXHIBIT 10.3
PURCHASE AGREEMENT
This Agreement is made as of the 20th day of April, 1998 by and among
Wolf Industries, Inc., a Nevada corporation (hereinafter referred to as
"Wolf"), and Gorda Technology Holdings Limited, a Turks and Cacios Islands
corporation (hereinafter referred to as "Gorda").
Now, therefore, for and in consideration of the mutual covenants and
agreements hereinafter set forth and the mutual benefits to the parties to
be derived here from, it is hereby agreed as follows:
ARTICLE 1
REPRESENTATIONS, COVENANTS AND WARRANTIES OF WOLF
As an inducement to, and to obtain the reliance of Gorda, Wolf
represents and warrants as follows:
1.1 ORGANIZATION, GOOD STANDING, POWER, ETC. Wolf (i) is a
corporation duly organized, validly existing and in good standing under the
law of the State of Nevada; (ii) is qualified or authorized to do business
as foreign corporations and are in good standing in all jurisdictions in
which qualification or authorization may be required; and (iii) has all
requisite corporate power and authority, licenses and permits to own or
lease and operate their properties and carry on their business as presently
being conducted and to execute, deliver and perform this Agreement and
consummate the transactions contemplated hereby.
1.2 SUBSIDIARIES. Wolf has one wholly owned subsidiary, 714674
Alberta, Ltd., an Alberta corporation doing business as Calgary Chemical
(Calgary Chemical) of which there are 429,399 shares of common stock
outstanding.
1.3 AUTHORIZATION OF AGREEMENT. This Agreement has been or will be
at Closing duly and validly authorized, executed and delivered by Wolf.
ARTICLE 2
REPRESENTATIONS, COVENANTS AND WARRANTIES OF GORDA
As an inducement to, and to obtain the reliance of Wolf, Gorda
represents and warrants as follows:
2.1 ORGANIZATION, GOOD STANDING, POWER, ETC. Gorda (i) is a
corporation duly organized, validly existing and in good standing under the
laws of the Turks and Cacios Islands and (ii) has all requisite corporate
power and authority, licenses, permits and franchises to own or lease and
operate its properties and carry on its business as presently being
conducted and to execute, deliver and perform this Agreement and consummate
the transactions contemplated hereby.
Page 1 of 5
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2.2 AUTHORIZATION OF AGREEMENT. This Agreement has been or will be
at Closing duly and validly authorized, executed and delivered by Gorda.
ARTICLE 3
PURCHASE OF CALGARY CHEMICAL
3.1 THE EXCHANGE. All of the issued and outstanding shares of common
stock of Calgary Chemical shall be sold, transferred and conveyed to Gorda
as follows:
(a) All shares of Calgary Chemical outstanding on the Closing
Date shall be endorsed for transfer to Gorda at Closing and shall be
fully paid, and non-assessable and shall not be liable to any further
call, nor shall Gorda be liable for any further payments with respect
thereto.
(b) At Closing Wolf shall deliver to Gorda a Resolution of the
Board of Directors of Wolf forgiving the inter company debt of Calgary
Chemical to Wolf in the amount of $82,289.00CN.
(c) At the Closing Gorda shall deliver to Wolf as the Purchase
Price of the Calgary Chemical common stock, an Instrument certifying
that Gorda shall pay to Wolf fifteen percent of Calgary Chemical after
tax profit (as determined by generally accepted accounting principals)
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.
(d) At Closing Gorda shall also deliver to Wolf an Indemnity
Agreement whereby Gorda shall indemnify and hold Wolf harmless from
any and all liability arising from the debt guarantees of Calgary
Chemical.
(e) As additional consideration for the common stock of Calgary
Chemical, Gorda agrees to hire Blair Coady as the President and Chief
Executive Officer of Calgary Chemical on terms mutually acceptable to
Gorda and Mr. Coady.
3.2 CLOSING. The Closing of the transactions contemplated by this
Agreement shall take place on such date as may be agreed upon by the
parties, but no later than June 30 1998 (herein called the "Closing Date"),
at the offices of Calgary Chemical, 4020 7th Street, Calgary, Alberta T2G
2Y8 or such other time and location as the parties may mutually agree.
3.3 CLOSING EVENTS. At the Closing, each of the respective parties
hereto shall execute, acknowledge, and deliver (or shall cause to be
executed, acknowledged, and delivered) any agreements, resolutions, or
other instruments required by this Agreement to be so delivered at or prior
to the Closing, together with such other items as may be reasonably
requested by the parties hereto and their respective legal counsel in order
to effectuate or evidence the transactions contemplated hereby.
Page 2 of 5
<PAGE>
ARTICLE 4
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES
4.1 GORDA'S CLOSING CONDITIONS. The obligations of Gorda hereunder
are subject to fulfillment prior to or at the Closing of each of the
following conditions:
(a) CLOSING DATE. The transactions contemplated by this
Agreement shall be closed on or before June 30, 1998.
(b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Wolf made pursuant to Article 1.1 above, shall be true
and accurate in all material respects as of the Closing Date.
(c) PERFORMANCE. Wolf shall have performed and complied with
all agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
(d) NO ADVERSE CHANGES. There shall not have been, since the
date of the latest audited financial statements of Wolf, any
materially adverse change in Calgary Chemical's financial condition,
assets, liabilities or business.
(e) APPROVAL OF THE SHAREHOLDERS. On or before the Closing
Date, the Shareholders of Wolf shall have approved the sale of Calgary
Chemical to Gorda on the terms and conditions set forth herein.
4.2 WOLF'S CLOSING CONDITIONS. The obligations of Wolf hereunder are
subject to fulfillment prior to or at the Closing of each of the following
conditions:
(a) CLOSING DATE. The transactions contemplated by this
Agreement shall be closed on or before June 30, 1998
(b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Gorda made pursuant to Section 2.2 above, shall be true
and accurate in all material respects as of the Closing Date.
(c) PERFORMANCE. Gorda shall have performed and complied with
all agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
(d) APPROVAL OF THE SHAREHOLDERS. On or before the Closing
Date, the Shareholders of Wolf shall have approved the sale of Calgary
Chemical to Gorda on the terms and conditions set forth herein.
(e) RELEASE OF THE AGREEMENT OF ENGAGEMENT WITH BLAIR COADY. On
or before the Closing Date, Gorda will have executed an Employment
Agreement with Blair Coady as President and Chief Executive Officer of
Calgary Chemical and Wolf will have received from Mr. Coady a
resignation as President, Chief Executive Officer, Secretary and
Director of Wolf as well as the surrender of Mr. Coady's options to
acquire 700,000 shares of Wolf common stock.
Page 3 of 5
<PAGE>
ARTICLE 5
MISCELLANEOUS
5.1 EXPENSES AND FURTHER ASSURANCES. The parties hereto shall each
bear their respective costs and expenses incurred in connection with the
transactions contemplated by this Agreement. Each party hereto will use
its best efforts provide any and all additional information, execute and
deliver any and all documents or other written material and perform any and
all acts necessary to carry-out the intent of this Agreement.
5.2 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. All of
the representations, warranties and covenants made as of the date of this
Agreement and as of Closing, shall survive the closing of this transaction.
5.3 SUCCESSORS AND ASSIGNS. All representations, warranties,
covenants and agreements in this Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
representatives, successors and assigns whether so expressed or not.
5.4 GOVERNING LAW. This Agreement is to be governed by and
interpreted under the laws of the State of the Province of Alberta without
giving effect to the principles of conflicts of laws thereof and the
parties agree that venue and jurisdiction shall vest in the courts of
Alberta.
5.5 SECTION AND OTHER HEADINGS. The section and other headings
herein contained are for convenience only and shall not be construed as
part of this Agreement.
5.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each counterpart shall constitute an original instrument,
but all such separate counterparts shall constitute but one and the same
instrument.
5.7 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior agreements,
understandings and arrangements, oral or written, between the parties
hereto with respect to the subject matter hereof. This Agreement may not
be amended or modified, except by a written agreement signed by all parties
hereto.
5.8 SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffectual to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction.
Page 4 of 5
<PAGE>
5.9 CONFIDENTIALITY. Each party hereto agrees with the other parties
that, unless and until this Agreement has been consummated, or for a period
of one (1) year from the date of this Agreement if the transaction
contemplated by this Agreement is not consummated it and its
representatives will hold in strict confidence all data and information
obtained with respect to the other party from any representative, Officer,
Director or employee, or from any books or records or from personal
inspection, of such other party, and shall not use such data or information
or disclose the same to others, except: (i) to the extent such data or
information has theretofore been publicly disclosed, is a matter of public
knowledge or is required by law to be publicly disclosed; and (ii) to the
extent that such data or information must be used or disclosed in order to
consummate the transactions contemplated by this Agreement.
5.10 INDEMNIFICATION. The Parties agree to indemnify and hold
harmless each other for any liability arising from this Agreement or
reliance upon the Representations and Warranties of the other after
Closing.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective Officers, hereunto duly
authorized, as of the date first above written.
Wolf Industries, Inc. Gorda Technology Holdings Limited.
By: /s/ PATRICK MCGOWN By: /s/ PAUL WINDER
------------------------- ------------------------------
Patrick McGown, President Paul Winder, President
Page 5 of 5
EXHIBIT 10.4
LICENSE AGREEMENT
Among
ANDREW ENGINEERING INC.
WOLF INDUSTRIES INC.
ANDREW RAWICZ
IVAN MELNYK
April 8, 1998
<PAGE>
INDEX
-----
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
THE LICENSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
INSPECTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .3
MARKETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
CONSIDERATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Share Issuance. . . . . . . . . . . . . . . . . . . . . . . . . . .4
Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Directors and Management. . . . . . . . . . . . . . . . . . . . . .5
The Royalty . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
TERM, TERMINATION, BREACHES AND REMEDIES . . . . . . . . . . . . . . . .6
LICENSEE'S COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . .7
REPRESENTATIONS, WARRANTIES AND COVENANTS. . . . . . . . . . . . . . . .7
PATENT AND OTHER PROPRIETARY RIGHTS. . . . . . . . . . . . . . . . . . .8
TRANSFERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
CHOICE OF LAW AND ARBITRATION. . . . . . . . . . . . . . . . . . . . . .9
NON-WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
INFRINGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SCHEDULES
A Confidentiality Agreement
B Development Budget
C Management Agreement
D Form 10-KSB dated December 31, 1997
<PAGE>
LICENSE AGREEMENT
This Agreement is dated, entered into and made effective on April 8, 1998.
Between: ANDREW ENGINEERING INC., a British Columbia company, of 7216
Hewitt Street, Burnaby, B.C., and fax (604) 291-4951,
("Licensor");
And: WOLF INDUSTRIES INC., a Nevada company, of Suite 404, 110 Cambie
Street, Vancouver, B.C., V6B 2M8, and fax (604) 688-9519,
("Licensee");
And: ANDREW RAWICZ AND IVAN MELNYK, businessmen with an office at 7216
Hewitt Street, Burnaby, B.C., and fax (604) 291-4951,
("Rawicz" and "Melnyk")
RECITALS
A. The Licensor has developed and acquired specialized techniques,
patents, know-how, and other proprietary information related to a dental
colour analyser.
B. The Licensee wants to obtain from Licensor an exclusive know-how and
patent license, and certain technical assistance in order to develop and
market the dental colour analyser and its related products.
C. Rawicz, an officer and director of Licensor, desires to become a
director of Licensee.
D. Rawicz and Melnyk are the inventors of the Patent, as defined below.
In consideration of the recitals and valuable consideration, the receipt
and sufficiency of which are acknowledged, the parties make the following
Agreement:
DEFINITIONS
1. In this Agreement and in the schedules attached to it, unless the
context otherwise requires:
(a) "AFFILIATE" means any firm, corporation or other organization, or
any person (a) in which Licensee has, or which Licensee, at the
time, directly or indirectly, a substantial stock interest or a
substantial financial interest; or (b) with which Licensee has,
or which has with Licensee, at the time, directly or indirectly,
management relations sufficient to enable it to control the
other's business policies and activities.
(b) "COMMISSION" means the United States Securities and Exchange
Commission.
(c) "CONFIDENTIALITY AGREEMENT" means a confidentiality agreement in
the form attached as Schedule A.
(d) "DEVELOPMENT BUDGET" means the budget attached as Schedule B.
(e) "EFFECTIVE DATE" means April 8, 1998.
<PAGE>
(f) "FINANCING" means US$1.5 million necessary to implement the
Licensee's business plan regarding the Patent, Product and
Technology.
(g) "IMPROVEMENT" means any patentable or unpatentable improvement or
new development related to or based on the Product.
(h) "KNOW-HOW" means any information, including without limitation,
invention records, research records and reports, developmental
reports, experimental and other engineering reports, pilot plant
designs, source codes, production plant designs, product
specifications, quality control reports and specifications,
drawings and photographs, models, tool and parts, manufacturing
and production techniques, processes, methods, marketing surveys,
or any other information relating to or concerning the Patent or
Product, or any Improvements, methods or processes useful to
make, use or sell the Product to the extent that this information
is owned or controlled by the Licensor including the Licensor's
skill and experience.
(i) "LICENSE" means the exclusive license to use the Patent,
Technology and Improvements for the purposes of making Product or
having Product made, offering Product for sale, and selling
Product throughout the Licensed Territory for any application
except medical applications requiring the approval of a
governmental licensing body.
(j) "LICENSED TERRITORY" means the whole world.
(k) "LICENSEE" includes the subsidiaries formed for the purpose of
exploiting the Patent.
(l) "MANAGEMENT AGREEMENT" means a management agreement in the form
attached hereto as Schedule C.
(m) "PARTIES" means the Licensor, Licensee, Rawicz and Melnyk.
(n) "PATENT" means any patents issued or capable of being issued
related to the Technology. The principal patent is attached
hereto as Schedule D.
(o) "PRODUCT" means any product using, incorporating or developed
with some or all of the Technology.
(p) "ROYALTY" means:
(i) if the Licensee is manufacturing and distributing the
Product, 10% of the gross profit generated from sales of the
Product calculated in accordance with generally accepted
accounting principals, or
(ii) if the Licensee contracts with a manufacturer and
distributor for the production and sale of the Product, 7%
of the gross revenue received by Licensee from sales of the
Product.
(q) "TECHNOLOGY" means the methods and technology of the Licensor
described in the "Method and Apparatus for Color Matching of
Slightly Colored Translucent Objects such as Teeth and Dental
Prosthesis, in Particular", attached hereto as Schedule E.
4
<PAGE>
THE LICENSE
2. The Licensor grants the License to the Licensee as of the Effective
Date. The Licensee may grant sub-licenses on terms and conditions
consistent with the terms and conditions of this Agreement.
3. Rawicz and Melnyk, as inventors of the Patent, consent to Licensor's
granting of the License.
4. The Licensor will promptly execute all documents and do any other act
which may reasonably be required by the Licensee to give effect to the
license grant described in paragraph 2, and otherwise further the purposes
and intents of this Agreement.
5. The Licensor will forward to the Licensee all correspondence relating
to the Patent.
6. The Licensee will bear the costs incurred for the drafting of this
Agreement and all related Agreements, as well as all fees and costs
associated with the Patent, incurred after the date of this Agreement.
7. At the Licensee's request, the Licensor will provide technical
assistance to the Licensee. Each request for assistance by the Licensee
must be made in writing. The Licensor will use its best efforts to provide
the requested assistance as quickly as possible. The Licensee must
reimburse the Licensor for all reasonable transportation and lodging costs
incurred by the Licensor in providing the requested assistance.
INSPECTIONS
8. The Licensee must allow a duly authorized representative of the
Licensor, upon reasonable prior written notice, to enter the Licensee's
premises for the purpose of inspecting the Product and the manner in which
it is being manufactured in order to ascertain that the Licensee is
complying with this Agreement.
CONFIDENTIAL INFORMATION
9. The Technology remains the sole and exclusive property of Licensor and
may only be used by the Licensee while this Agreement remains in force.
The Licensee must maintain the Technology as confidential and in secrecy,
both during the term of this Agreement and after the termination of this
Agreement for any reason.
10. The Licensee will take all reasonable measures to prevent its
employees and others from divulging the Technology. The Parties will sign
a Confidentiality Agreement on the Effective Date and will ensure that any
party to whom they intend to disclose any part of the Technology first
signs a similar Confidentiality Agreement. The Licensee shall be deemed to
have taken all reasonable measures to protect the confidentiality of the
Technology, and satisfied its obligations hereunder, if, before it
discloses the Technology, it has obtained a signed Confidentiality
Agreement from the party to whom it intends to disclose the Technology.
11. The provisions of paragraphs 9 and 10 apply only to the Technology
that is not published or otherwise in the public domain from a source other
than the Licensee.
5
<PAGE>
MARKETING
12. The Licensee will, pursuant to the Business Plan approved by Licensor,
use its best efforts to develop, manufacture and market the Product in a
manner that will be of high quality and good taste and will enhance the
professional image and reputation of the Product.
13. Each Product manufactured, sold, or used by the Licensee during the
term of this Agreement and that embodies the Patent or Technology, must be
marked with a patent notice or an equivalent marking as may be required by
law in any country where sold.
CONSIDERATION
SHARE ISSUANCE
14. Upon completion of the Financing, as set forth in paragraph 18 below,
the Licensee will cause to be issued to the Licensor 4.8 million restricted
shares of its common stock pursuant to section 4(2) of the United States
Securities Act of 1933, as amended.
15. Immediately after issuance of the 4.8 million restricted shares, the
Licensee will, at its sole expense, use its best efforts to prepare and
file as soon as possible with the Commission a registration statement for
the registration of 600,000 of the Licensor's 4.8 million shares. Of the
600,000 shares that are the subject of the registration statement, the
Licensor may trade 150,000 when the registration statement is declared
effective by the Commission and may trade the remaining shares in equal
traunches calculated by dividing 350,000 by the number of months that
follow from the effective date of the registration statement to the first
anniversary of the Effective Date and must use 100,000 shares to settle any
claims or potential claims made by any parties with whom the Licensor has
discussed financing before the Effective Date.
16. The remaining 4.2 million of the Licensor's shares are subject to the
transfer restrictions of Rule 144 promulgated by the Commission and may not
be transferred, assigned, pledged, encumbered or disposed of in any manner,
under any conditions, directly or indirectly, by the Licensor for a period
of one year from the date issued.
17. The Licensor and the Licensee will execute any documents deemed
necessary and appropriate by the Licensee's counsel in order to comply with
applicable federal and state securities laws, rules and regulations in
connection with the issuance and registration of the Licensor's shares.
FINANCING
18. The Licensee will provide and use the Financing in accordance with
the business plan approved in writing by the Licensor. The Licensee will
deliver the Financing as follows:
(a) US$36,000 on the Effective Date upon approved budget,
(b) US$54,000 by the end of one month after the Effective Date upon
approved budget,
(c) US$54,000 by the end of two months after the Effective Date upon
approved budget,
(d) US$54,000 by the end of three months after the Effective Date,
6
<PAGE>
(e) US$1,302,000 by the end of four months after the Effective Date,
subject to the Licensor's performance pursuant to paragraph 23
and delays as provided in paragraph 25.
19. The Licensee will keep auditable records of its expenditures.
20. The following terms shall apply to any failure by Licensee to provide
Financing:
(a) In the event Licensee fails to deliver the Financing pursuant to
the time schedule set forth in paragraph 18(a) through (d),
Licensor shall give Licensee written notice of such failure and
Licensee shall have five (5) days after receipt of such written
notice to remedy same.
(b) In the event Licensee fails to deliver the Financing pursuant to
paragraph 18(e), Licensor shall give Licensee written notice of
such failure and Licensee shall either provide the balance of
financing due within five (5) days after receipt of such written
notice or may elect to deliver $54,000, in which event Licensee
shall have an additional thirty (30) days to provide the balance
of financing due, with credit for the $54,000 paid.
(c) In the event any of the Financing is not delivered as required in
this paragraph 20, this Agreement shall be terminated.
DIRECTORS AND MANAGEMENT
21. The Licensee will appoint Rawicz and Patrick McGowan as directors of
the Licensee when the Financing is completed.
22. The Licensee will appoint Patrick McGowan as its chief executive
officer and Mr. McGowan will sign a Management Agreement on the Effective
Date. Mr. McGowan shall have the responsibility to prepare and finalize a
business plan within sixty (60) days of the Effective Date.
23. The Licensor shall be required to fully develop and test the Product
and shall deliver manufacturing specifications and 110 market-ready units
of Product to the Licensee pursuant to the Development Budget.
24. The Licensor shall be solely responsible for designing, completing and
staffing a manufacturing plant and the manufacturing and quality control of
the Product for one year from the Effective Date. The Licensor and the
Licensee will use their best efforts to negotiate an agreement between them
for this purpose within 60 days from the Effective Date.
25. If the Licensor is delayed in performing the obligations required
under paragraphs 23 or 24, then the financing schedule set out in paragraph
18 shall be extended by the same amount of time necessary for Licensor to
fully perform pursuant to paragraphs 23 and 24.
THE ROYALTY
26. The Royalty shall be calculated from the beginning of the first of
Licensee's financial quarters in which the Licensee realizes a gross profit
from sales of the Product that is equal to or more than $350,000.
27. The Licensee will pay the Royalty to the Licensor by the end of 15th
day of the second month following the end of each of the Licensee's
financial quarters during the term of this Agreement. With each of these
payments the Licensee will deliver to the Licensor a written statement
showing the
7
<PAGE>
Licensee's gross profit on which the royalty is calculated. The Licensor or
an accountant appointed by the Licensor may inspect all of the Licensee's
books and records pertaining to the Royalty calculation at any time during
usual business hours after giving the Licensee reasonable advance written
notice.
28. If any Royalty payment is late, notwithstanding any other provision of
this Agreement, the Licensee must pay the Licensor interest at the prime
rate of interest on the date the payment was due, as set by the Bank of
Montreal at Vancouver, British Columbia, plus 2% per annum on the amount of
the late payment. If an audit by Licensor establishes a deficiency of 3%
or more from the amount of Royalty due and owing by the Licensee, the
Licensee will pay all the costs of the Licensor's audit and the deficiency
owing, together with interest at the rate set out above.
29. If the Licensee fails to make a Royalty payment for three consecutive
financial quarters and the Licensee is solvent, then this Agreement
terminates and the Licensee loses the License.
TERM, TERMINATION, BREACHES AND REMEDIES
30. The term of this Agreement, unless it is otherwise terminated in
accordance with the terms hereof, shall be for the life of the Patent.
31. This Agreement may be terminated by the Licensor if the Licensee
assigns itself or is assigned into bankruptcy under applicable legislation.
32. Termination of this Agreement does not relieve the Licensee of its
obligation or liability to provide reports and pay the Royalty pursuant to
the terms of this Agreement.
33. The termination of this Agreement for any reason is without prejudice
to, and does not affect, the right of Licensor to recover from Licensee any
and all damages to which Licensor may be entitled, or any other rights of
the Licensor, and all rights of Licensor survive termination of this
Agreement.
34. Upon the termination of this Agreement for any reason:
(a) All rights and privileges granted to the Licensee under this
Agreement terminate and revert to the Licensor, and the Licensee
will not make use of the Technology or Patent, provided that this
prohibition applies only to Technology that is not published or
otherwise in the public domain from a source other than the
Licensee.
(b) The Licensee must promptly return to the Licensor all of the
Technology, including, without limitation, all copies of written
materials, drawings, data, computer software and other
proprietary information.
(c) The Licensor may buy at the Licensee's cost any plant and
equipment assembled for the purpose of manufacturing the Product
and any inventory manufactured by the Licensee to the date of the
termination.
35. This Agreement may be terminated by the Licensee by providing the
Licensor with written notice if the Licensor is in breach of any obligation
to be observed or performed under this Agreement and the breach is not
remedied or the matter is not submitted to arbitration within 30 days of
receiving written notice from the Licensee. In such event, all of the
Licensor's rights hereunder shall terminate.
8
<PAGE>
36. On a termination of this Agreement by the Licensee by reason of breach
or default by the Licensor, the Licensee shall be entitled to any financial
or business benefits realized on sales of the Product to which it would
have been entitled if the Agreement had not been terminated. In addition,
in the event Licensor breaches the terms of paragraphs 39, 40, 60 or 61
hereunder, Licensor shall return to the Licensee all of the 4.8 million
shares issued to the Licensor under paragraph 14. In the event of
termination for any breach, Licensee shall be entitled to continue sales of
all Product in production and/or inventory as of the date of termination
and Licensee shall have no obligation to pay a royalty to the Licensor or
provide an accounting related thereto.
37. All sub-licensing agreements will specify that they terminate
automatically if this Agreement is terminated.
LICENSEE'S COVENANTS
38. The Licensee will not charge or permit another to charge the License
with any encumbrance, claim, lien or other right that can mature as a claim
against the License during the term of this Agreement.
REPRESENTATIONS, WARRANTIES AND COVENANTS
39. The Licensor represents and warrants that:
(a) It is the sole owner of all rights, title and interest in and to
the Technology and the Patent and that, to the best of its
knowledge, the Patent is valid, subsisting and has not been
abandoned.
(b) The Product works as the Licensor has described to the Licensee
in Schedule E attached hereto.
(c) To the best of its knowledge, the subject matter of the Patent
does not infringe upon any rights of any third party.
(d) It has not granted, nor will it grant, any license, right or
interest to any other party in or to the Patent or Technology
except in accordance with the terms of this Agreement during the
term of this Agreement.
(e) It is not a party to or threatened with any legal proceedings or
inquiries relating to the Patent or Technology, nor is it aware
of any circumstances that might give rise to any legal
proceedings or inquiries against the Licensor.
(f) The Patent and Technology are free of all claims, liens, charges
and encumbrances of whatsoever nature.
(g) It has the power and authority to carry on its business and to
make this Agreement and any agreement that is contemplated by
this Agreement.
(h) Neither the making nor performing of this Agreement or any of the
agreements contemplated by it conflict with, breach or accelerate
the performance of any other agreement that it has made.
9
<PAGE>
(i) The making of this Agreement and any agreements contemplated by
it does not violate or breach its constating documents or the
laws of any applicable jurisdiction or regulatory body and has
been authorized by its board of directors.
40. The Licensor indemnifies and holds harmless the Licensee, its
directors, officers, employees and contractors for all costs, damages, fees
and liabilities incurred by the Licensee in defending any actions, claims
or proceedings arising from a claim by a third party that the Patent or
Technology is proprietary to someone other than the Licensor at the time of
signing this Agreement.
41. The Licensee represents and warrants that:
(a) It is incorporated in accordance with the laws of the State of
Nevada and is in good standing in its incorporating and operating
jurisdictions.
(b) It is a reporting issuer in the United States and has filed all
documents that must be filed with the United States Securities
and Exchange Commission and any other body with jurisdiction over
securities matters and has disclosed any material fact or change
that must be disclosed under applicable securities laws, rules
and regulations.
(c) Its shares are quoted on and traded through the facilities of the
Nasdaq Stock Market OTC Bulletin Board and it has complied with
all of the rules and regulations imposed by the Nasdaq Stock
Market, Inc.
(d) It has or will acquire the expertise and capability of delivering
the Financing as promised in this Agreement.
(e) It has the power and authority to carry on its business and to
make this Agreement and any agreement that is contemplated by
this Agreement.
(f) Neither the making nor performing of this Agreement or any of the
agreements contemplated by it conflict with, breach or accelerate
the performance of any other agreement that it has made.
(g) The making of this Agreement and any agreements contemplated by
it does not violate or breach its constating documents or the
laws of any applicable jurisdiction or regulatory body and has
been authorized by its board of directors.
(h) The form 10-KSB for the period ending December 31, 1997, attached
as Schedule C, is true and no material changes have occurred
since the date of the attached form 10-KSB, unless otherwise
disclosed.
42. Each Party acknowledges that the other Parties are relying on the
foregoing representations and warranties in making this Agreement and that
the representations and warranties survive the making of this Agreement.
PATENT AND OTHER PROPRIETARY RIGHTS
43. The Licensee, during the term of this Agreement, will not contest or
attack or assist others in contesting or attacking the subject matter,
validity or the Licensor's ownership of the Patent, Technology, or any
other proprietary information of the Licensor disclosed to Licensee in
writing.
10
<PAGE>
TRANSFERABILITY
44. The Licensee may not assign its rights under this Agreement or
transfer this Agreement to another Party without the Licensor's express
written consent, which shall not be unreasonably withheld.
INDEPENDENCE
45. Nothing in this Agreement creates a partnership or joint venture
between the Licensor and Licensee. The Licensee does not have the
authority to act on behalf of the Licensor and cannot use the Licensor's
name in any way, except as specifically authorized by this Agreement.
46. Other than fees associated with the Patent, no Party is liable for any
act, omission, representation, obligation or debt of another Party, even if
informed of the act, omission, representation, obligation or debt.
CHOICE OF LAW AND ARBITRATION
47. This Agreement is governed by the laws of British Columbia and Canada.
Jurisdiction and venue shall rest in the courts of British Columbia.
48. Any claim arising out of this Agreement must be settled by a single
arbitrator appointed by the parties mutually or, failing their mutual
appointing, by one arbitrator appointed by the Licensor, one arbitrator
appointed by the Licensee and a third arbitrator appointed by the two
already appointed arbitrators. The arbitration must be settled in
accordance with the COMMERCIAL ARBITRATION ACT (British Columbia) and a
decision of the arbitrators shall be binding on the Parties.
49. Where a matter has been submitted to arbitration, a Party is deemed
not to be in default until the matter is determined by the arbitration.
NON-WAIVER
50. The condoning, excusing or overlooking by any Party of any default,
breach or non-observance by another at any time in respect of any covenant,
provision or condition of this Agreement does not operate as a waiver of
the Party's rights under this Agreement in respect of any continuing or
subsequent default, breach or non-observance, so as to defeat in any way
the rights of the Party in respect of any continuing or subsequent default
or breach, and no waiver unless it is express and written may be inferred
from or implied by anything done or omitted by the Party.
NOTICES
51. Any notice that must be given under this Agreement must be given in
writing and delivered by hand or transmitted by fax to the address or fax
number that is given for the Party on page 1 of this Agreement, and is
deemed to be received on the day of delivery by hand or transmission by
fax.
GENERAL
52. This Agreement sets forth the entire agreement between the Parties and
supersedes all previous negotiations, representations and agreements
between the Parties, whether written or oral, that might have lead to the
Parties making this Agreement.
11
<PAGE>
53. The Parties acknowledge that they have been given adequate time to
review this Agreement and to seek and obtain independent legal advice, and
represent that they have in fact sought and obtained independent legal
advice and are satisfied with all of the terms and conditions of this
Agreement.
54. Time is of the essence of this Agreement.
55. Whenever the singular or masculine or neuter is used in this
Agreement, the meanings must be construed as the plural or feminine or body
corporate when the context requires.
56. The headings in this Agreement are for convenience only and are not
deemed part of this Agreement.
57. If any part, section, paragraph or sub-paragraph of this Agreement is
held to be invalid, illegal or otherwise void or unenforceable, the balance
of the Agreement continues in full force and effect.
58. This Agreement inures to the benefit of and is binding upon the
Parties and their respective successors and permitted assigns.
59. The Parties are not liable for any loss or damage due to any delay in
the performance of the terms of this Agreement (except for the payment of
money) by reason of strikes, lockouts and other labor troubles, fires,
riots, wars, embargoes and civil commotion, acts of God or governmental
acts, regulations, demands or requirements, affecting either of the parties
and beyond their reasonable control. The dates and times by which the
affected Party is required to render performance under this Agreement
(except for the payment of money) is postponed automatically for the period
of time that the affected Party is prevented from meeting its obligations
by reason of these unexpected events.
60. The Licensor shall indemnify and hold harmless the Licensee, its
shareholders, directors, officers, employees and agents from and against
any claims arising out of the exercise of any rights under this Agreement,
including, without limitation, any cost, damages or loss, consequential or
otherwise, arising from or out of the use of any of the Patent, Technology
or Improvements or the manufacture, marketing, distribution, sale or use of
the Product by the Licensee, unless the Licensor shows that the damages it
suffered were caused directly by misrepresentation, bad faith or willful
misconduct on the part of Licensee.
INFRINGEMENT
61. If any suit, action or other proceeding is brought against Licensee
involving any claim of patent infringement based on the Licensee's
manufacture, importation or any use of the Product or Know-how, the
Licensee must promptly send the Licensor copies of all papers that have
been served on the Licensee in the suit, action or other proceeding. The
Licensor will cooperate fully with the Licensee in defending the action,
and will, on reasonable notice, cause any of its employees, officers,
directors, managers or agents to testify when requested by the Licensee and
will, on reasonable notice, make available to the Licensee all relevant
records, papers, information, samples, specimens or anything that may be
helpful in defending this action.
12
<PAGE>
BEFORE WITNESSES the Parties have authorized this Agreement as of the date
of reference on page 1 of this Agreement.
Signed by ANDREW ENGINEERING INC. on Signed by WOLF INDUSTRIES INC. on
April 8, 1998 April 14, 1998
/s/ /s/W. Blair Coady
- --------------------------------- ---------------------------------
Authorized signatory Authorized signatory
My above signature on behalf of
Wolf Industries, Inc. is
conditional upon the approval and
ratification of all items of
Business on the Agenda of the
Board of Directors Meeting of Wolf
Industries, Inc. to be held on
April 16, 1998 @ 3PM Mountain
Time. Blair Coady
Signed on April 8, 1998
by ANDREW RAWICZ in the presence of:
/s/ P. McGowan /s/ Andrew Rawicz
- --------------------------------- ---------------------------------
Signature of witness Andrew Rawicz
PATRICK MCGOWAN
- ---------------------------------
Name of witness
#211-1148 Westwood St
___________________ U3B 7M5
- ---------------------------------
Address of witness
Businessman
- ---------------------------------
Occupation of witness
Signed on April 8, 1998
by IVAN MELNYK in the presence of:
/s/ P. McGowan /s/ Ivan Melnyk
- --------------------------------- ---------------------------------
Signature of witness Ivan Melnyk
PATRICK MCGOWAN
- ---------------------------------
Name of witness
#211-1148 Westwood St
___________________ U3B 7M5
- ---------------------------------
Address of witness
Businessman
- ---------------------------------
Occupation of witness
13
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<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> MAR-31-1998 MAR-31-1997
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<CURRENT-ASSETS> 182,266 209,821
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0 0
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